Hardin v. Case

• Decision Date: 14 July 1910
• Citation: 68 S.E. 648,134 Ga. 813
• Parties: HARDIN v. CASE.
• Court: Georgia Supreme Court

68 S.E. 648

134 Ga. 813

HARDIN

v.CASE.

Supreme Court of Georgia.

July 14, 1910.

(Syllabus by the Court.)

Contracts (§ 10^*) — Corporations (§§ 116, 121*)—Action for Breach—Sufficienct of Petition—Unilateral Contracts.

The plaintiff sued the defendant to recover $500 principal and 8 per cent, interest thereon

from the —— day of ——, 1907, and in his

petition made substantially the following allegations: Defendant agreed to pay plaintiff, for his five shares of stock in the corporation hereinafter named, $500, and to pay interest at the rate of 8 per cent, per annum on each sum from the date of the issue of the stock. The plaintiff was to have one year from July 1, 1907, to decide whether or not he would accept "said agreed and proposed sum for his said stock." As evidence of the agreement a writing was signed by both parties, of which the following is a copy: "This certifies that I, Geo. F. 'Case, do agree to pay to J. T. Hardin 8 per cent, interest on his 500 shares of Central Marble & Milling Company stock from date of issue of stock to date of purchase of stock, provided said stock does not pay this amount of interest or better; further I do agree to purchase said stock at any time said J. T. Hardin wishes to dispose of same at par value within one year from date of this agreement. [Signed] Geo. F. Case. J. T. Hardin." The plaintiff alleged that "at divers times between July 1, 1907, and July 1, 1908, he approached the said Geo. F. Case, and offered to and undertook to comply and accept said agreement, and deliver to said Case said stock as contemplated in said agreement, and did demand at divers times of said Case the price and money he obligated himself to pay petitioner for said stock, which the said Case refused to do, and still refuses to do. Petitioner now and here offers and proposes to surrender to the said Case his said stock in the said Central Marble & Milling Company, and to comply in every way with his agreement." In said contract it was agreed "that petitioner was to suffer and permit the said Geo. F. Case to control and vote said stock from and after date of said agreement in all the meetings of the stockholders of the said company, which petitioner agreed to and permitted. Other features of the said contract were to the effect that petitioner was to have, which was to be paid by the said Geo. F. Case, a full return of all money invested by him in said stock, with interest thereon, which stock the said Case was instrumental in selling to petitioner originally, and of his own motion proposes to take petitioner's stock from off his hands." Held:

(1) The petition was not subject to general demurrer.

(2) The petition was not subject to demurrer on the ground that "the contract sued on and set out in plaintiff's petition is unilateral, and with [neither] party to the same is under any legal obligation to perform the same, " or on the ground that "the said contract is wanting in mutual covenants and without any consideration on the part of plaintiff to do any act beneficial to the defendant or hurtful to himself."

(a) It being agreed by the plaintiff, in the contract, "that petitioner was to suffer and permit the said Geo. F. Case to control and vote said stock for and after date of said agreement in all the meetings of the stockholders of the said company, which petitioner agreed to...