Greenville Community Hotel Corp. v. Reams
| Decision Date | 13 June 1928 |
| Docket Number | 12466. |
| Citation | 143 S.E. 806,146 S.C. 203 |
| Parties | GREENVILLE COMMUNITY HOTEL CORPORATION v. REAMS. |
| Court | South Carolina Supreme Court |
Appeal from Greenville County Court; M. F. Ansel, Judge.
Action by the Greenville Community Hotel Corporation against S.W Reams. Judgment for plaintiff, and defendant appeals. Affirmed.
H. P Burbage, of Greenville, for appellant.
E. M Blythe, of Greenville, for respondent.
The plaintiff commenced this action in the county court for Greenville county to recover from the defendant the sum of $2,000, with interest, attorney's commission, and costs. The basis of the action was a contract of subscription to shares of the capital stock of the plaintiff corporation, which later erected the Poinsett Hotel, and a promissory note given as evidence of the obligation.
The complaint alleges that on the 26th day of October, 1923, the defendant, in writing, subscribed for 20 shares of the capital stock of the plaintiff corporation of the aggregate par value of $2,000, and agreed to pay this amount to the plaintiff in certain installments, with interest from the maturity dates and attorney's commission in case the note be placed with an attorney for collection, and that the plaintiff made demand for the payment of the subscription and the defendant failed and refused to pay the same.
By his answer the defendant denies that he agreed to subscribe for $2,000 of the capital stock of the corporation, but alleges that he agreed to subscribe for 10 shares, of the value of $1,000, and that he "instructed and authorized the canvassers who approached him at the time alleged in the complaint to fill out the blank contract and note after he had signed same for said sum," and that "it was through the inadvertence, error, mistake, and misunderstanding on the part of said canvassers that said blank contract and note, which were subsequently filled out by them, or some one else, that it was made to appear that defendant had subscribed for 20, instead of 10, shares of the capital stock of said corporation." He further alleged that he was ready to pay the $1,000 which he had agreed to subscribe.
At the trial of the case the plaintiff placed in evidence the contract and the note (on one sheet of paper), proved that no payment had been made thereon, and rested. In the contract the number of shares subscribed for was represented by "20" printed in red and in larger size than the other figures and words. In the note "$2,000" and the words "two thousand" immediately preceding the word "dollars" were also printed in larger letters and in red.
The defendant offered as a witness J. T. Henderson, the canvasser who took the subscription. There was nothing in the testimony of this witness tending to show that there was a mistake on the part of the canvasser, as alleged in the answer; on the contrary, he stated on cross-examination that the paper was open and spread out in front of the defendant, and that the two thousand dollars was printed in the paper, when the defendant signed it.
The defendant was then sworn as a witness in his own behalf and attempted to relate a conversation between himself and Henderson during the negotiations leading up to the signing of the papers. Plaintiff's counsel objected to this testimony on the grounds that, if it did not relate to the contract, it was irrelevant; that, if it did relate to the contract, it would tend to vary the terms of the written instrument signed by the defendant; that there was no allegation of fraud or misrepresentation on the part of the plaintiff in securing the signing of the papers; that there was no allegation that the defendant signed the papers as a result of a mutual mistake or a mistake on the part of the maker induced by fraud of the agent of the payee; and that no equitable defense was set up and no reformation sought in the answer.
The court excluded the testimony and defendant's counsel made a motion in this language: "We now ask for reformation and ask that we be allowed to amend the answer for reformation of the contract we signed." The language of the motion does not make clear the exact amendment sought but counsel for both parties have treated the motion as one to amend by setting up an equitable defense and seeking reformation of the contract. The case itself does not show that the trial judge made any ruling on the motion, but some of the exceptions are based upon a refusal to grant same and counsel for both parties agreed...
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