Edwards v. Capps

• Decision Date: 11 May 1905
• Citation: 50 S.E. 943,122 Ga. 827
• Parties: EDWARDS v. CAPPS.
• Court: Georgia Supreme Court

50 S.E. 943

122 Ga. 827

EDWARDS v. CAPPS.

Supreme Court of Georgia

May 11, 1905

Syllabus by the Court.

1. The contract declared on was not ambiguous, but evidenced an agreement on the part of the defendant to buy stock in a commercial enterprise belonging to the plaintiff, not a mere option to buy.

2. The question whether or not the contract was tainted with usury was presented by neither the pleadings nor the evidence.

3. A charge which correctly presents the law bearing on the defendant's theory of the case cannot be held erroneous simply because the court did not, in the same connection instruct the jury as to the plaintiff's contentions.

Error from Superior Court, Habersham County; J. J. Kimsey, Judge.

Action by W. C. Edwards against T. A. Capps. Judgment for defendant and plaintiff brings error. Reversed.

Robt. McMillan and H. H. Dean, for plaintiff in error.

J. B Jones, for defendant in error.

EVANS J.

This was a suit brought by W. C. Edwards against T. A. Capps for an alleged breach of contract. The trial of it resulted in a verdict for the defendant, whereupon the plaintiff made a motion for a new trial, it was overruled, and he excepted.

1. The contract declared on was in writing, and was expressed as follows: "This agreement, made and entered into between T. A. Capps, of the first part, and W. C. Edwards, of the second part, both of Toccoa, Ga., Habersham County, Witnesseth: That T. A. Capps, of the first part, for and in consideration of the fact of W. C. Edwards subscribing sixty-five hundred dollars to Capps Cotton Mill, of Toccoa, Ga., T. A. Capps agrees to buy W. C. Edwards' stock above at the expiration of three years, paying sixty-five hundred dollars with ten per cent. interest from date paid in; in case T. A. Capps buys the stock, he, T. A. Capps, to have all dividends that may accrue to date of sale. It is further agreed that if T. A. Capps desires to buy stock above of W. C. Edwards at the expiration of three years, W. C. Edwards agrees to sell on above terms mentioned. It is further agreed that after mill begins operation, mill is to issue checks payable at both W. C. Edwards' and T. A. Capps' stores." This writing was signed by both of the parties and attested by a witness. In his answer the defendant admitted the execution of this paper, but alleged that it was merely an option, and was not intended to evidence an obligation on his part to buy the stock, unless he should elect to do so. The court held that the writing was ambiguous, and submitted to the jury the issue as to what was the understanding and agreement between the parties. This ruling is assigned as error.

Given a reasonable intendment, the writing evidences a binding obligation on the part of Capps to buy the stock of Edwards and not a mere option to buy. It recites, as the consideration moving to Capps, the fact that Edwards had subscribed to $6,500 of the stock of Capps Cotton Mill, and that for this reason "Capps agrees to buy W. C. Edwards' stock" so subscribed for, at the expiration of three years, at a stipulated price. It further provides that "in case T. A. Capps buys the stock," but not otherwise, he is "to have all dividends that may accrue to date of sale." Were Capps to have an option to buy, simply, it would seem that the contract would have been so drawn as to recite the consideration upon which Edwards agreed to give Capps an option. If an option was intended, then the agreement of Edwards to sell would have to rest upon a consideration moving to him from Capps, not upon a consideration which Edwards himself furnished by subscribing to stock in the cotton mill. To construe the writing as an option is to ignore the consideration which it recites as coming from Edwards, and to render it a nude pact. The writing was signed by both parties, and the presumption is that they intended that each should be bound by mutual...