Fuchs v. Meyer

• Decision Date: 05 November 1929
• Citation: 227 N.W. 265,200 Wis. 103
• Parties: FUCHS v. MEYER.
• Court: Wisconsin Supreme Court

200 Wis. 103

227 N.W. 265

FUCHS

v.MEYER.

Supreme Court of Wisconsin.

Nov. 5, 1929.

Appeal from a judgment of the Circuit Court for Milwaukee County; Otto H. Briedenbach, Judge. Reversed.

Action by Alphonse C. Fuchs against Ralph Meyer, begun April 27, 1927, upon a written agreement to repurchase corporate stock. From a judgment for the plaintiff entered February 7, 1929, the defendant appealed.

Defendant, acting as agent of a corporation, on June 21, 1922, sold to plaintiff five shares of its capital stock. As one of the inducements to the purchase of the stock, the defendant signed and gave to plaintiff a written agreement in the following form:

“This is to certify that I, A. C. Fuchs have purchased five shares of Federal Finance of Wisconsin at $505.00 (Five hundred and five dollars) from Mr. Ralph Meyer which stock Mr. R. Meyer agrees to buy back at any time, I, Mr. A C. Fuchs want to dispose of same at same price paid for same.”

Plaintiff held the stock until October 7, 1926, when he tendered it to the defendant and demanded a repayment of the purchase price. During the time that plaintiff held the stock, dividends were paid regularly upon the stock up to and including January 1, 1926. Thereafter the company became involved in financial difficulties that necessitated liquidation.Aaron B. Rosenthal, of Milwaukee, for appellant.

John W. Burkhardt, of Milwaukee, for respondent.

STEVENS, J.

The only question presented is whether the plaintiff has lost his right to have his money refunded because of the time that elapsed before he demanded the return of his money.

[1] The paper here in question constituted an offer which imposed no liability upon the defendant until it was accepted by the plaintiff. As the offer did not fix the time within which it must be accepted in order to constitute a binding contract, the law supplies the limitation that the offer must be accepted within a reasonable time. “An acceptance * * * after the lapse of a reasonable time, imposes no obligation upon the person making the offer.” 6 R. C. L. 610.

[2] What is a reasonable time “depends upon the facts shown surrounding the particular transaction involved in any case.” Will of Dennett, 196 Wis. 275, 284, 220 N. W. 538. “An offer to buy or sell land would not require so prompt an acceptance as an offer to buy or sell chattels, corporate stock, etc., of a perishable character or of fluctuating value.” 13 C. J. 297, 298. “If the negotiation is in respect to an article stable in price, there is not so much reason for an immediate acceptance of the offer, and the same rule would not apply as in a case where the negotiation related to an article subject to sudden and great fluctuations in the market.” Minnesota Linseed Oil Co. v. Collier White Lead Co., 17 Fed. Cas. 447, 449, No. 9,635.

In the case at bar the plaintiff permitted nearly four and one-third years to pass before attempting to accept the defendant's offer to repurchase the stock. During three and a half years of that time the stock paid dividends regularly. If the offer had been accepted during that period, the decline in the value of the stock would probably have been much smaller, if there was any decrease in value at all. Under such circumstances ...