La Dow v. E. Bement & Sons

• Decision Date: 18 April 1899
• Citation: 79 N.W. 1048,119 Mich. 685
• Parties: LA DOW v. E. BEMENT & SONS.
• Court: Michigan Supreme Court

79 N.W. 1048

119 Mich. 685

LA DOW v. E. BEMENT & SONS.

Supreme Court of Michigan

April 18, 1899

Error to circuit court, Ingham county; Rollin H. Person, Judge.

Action by Charles La Dow against E. Bement & Sons, a corporation. From a judgment sustaining a demurrer to the complaint plaintiff brings error. Reversed.

Barbour & Rexford, for appellant.

Cahill & Wood, for appellee.

GRANT C.J. (after stating the facts).

Plaintiff insists that he had a reasonable time after the expiration of the two years within which to notify defendant that he desired it to repurchase the stock. Defendant insists that the contract fixed a day certain, viz. the first business day after the expiration of the two years, within which such notification must be given. The contract does not, in express terms, fix a day, and make it of the essence of the contract. The preposition "at" is an elastic word. One lexicographer defines it as follows: "A preposition of extremely various use, primarily meaning to, without implication, in itself, of motion. It expresses position attained by motion to, and hence contact, contiguity, or coincidence, actual or approximate, in space or time. Being less restricted as to relative position than other prepositions, it may in different constructions assume their office, and so become equivalent, according to the context to in, on, near, by, about, under, over, through, from, to toward," etc. See, also Davidson v. Manufacturing Co., 99 Mich. 501, 58 N.W. 475. Clearly, plaintiff could not exercise the option until the complete expiration of the two years. He might possibly have given notice before the expiration of the two years that he should demand the repurchase after the time had expired. That question however, is not before us. The contract did not require him to take any action until the expiration of the time. How much time, then, after the expiration? Shall the court say that it was limited to the first business day after the expiration of the time? But the contract does not say this. This would establish an arbitrary rule, for which no authority is cited. It would result in holding that no excuse whatever can be given for not exercising the option during that day. That is not the rule applicable to giving notice of dishonor in negotiable paper. We are cited to one authority directly in point. Rogers v. Burr, 97 Ga. 10, 25 S.E. 339. It is true, the declaration does not allege any excuse for delay, as appears to have been done in ...