Hinchman v. Lincoln

• Decision Date: 09 January 1888
• Citation: 124 U.S. 38,31 L.Ed. 337,8 S.Ct. 369
• Parties: HINCHMAN v. LINCOLN
• Court: U.S. Supreme Court

124 U.S. 38

8 S.Ct. 369

31 L.Ed. 337

HINCHMAN v. LINCOLN.

January 9, 1888.

Theo. F. H. Meyer and Wayne McVeagh, for plaintiff in error.

A. C. Brown, for defendant in error.

MATTHEWS, J.

This is an action at law brought by Rufus P. Lincoln, a citizen of New York, against Charles S. Hinchman, a citizen of Pennsylvania, to recover $18,000 as the agreed price and value of certain securities, stocks, and bonds alleged to have been sold and delivered by the plaintiff to the defendant. The sale is alleged to have taken place on July 8, 1882. It is set forth in the complaint that the plaintiff acquired title to the securities in question by purchase of one John R. Both well, subject to any claim Wells, Fargo & Co. had upon the same for advances made by them to or for the account of the said Bothwell; 'that thereafter this plaintiff paid to Wells, Fargo & Company the amount of their said advances, and took possession of said securities, stocks, and bonds; but stated to the above-named defendant that he was willing and would pay over to the Stormont Silver Mining Company, which company was a large creditor of the said Bothwell, and in which company said defendant was very largely interested, any surplus which he derived in any way from said securities, stocks, and bonds, after having reimbursed himself in the sum of about $26,000 and interest for advances theretofore made by him to and for the account of the said Bothwell.' The answer denied the alleged sale and delivery. The action was tried in the circuit court of the United States for the Southern district of New York by a jury. There was a verdict in favor of the plaintiff, on which judgment was rendered, to reverse which this writ of error is prosecuted. A bill of exceptions sets out all the evi ence in the cause, together with the charge of the court, and the exceptions taken to its rulings. At the close of the testimony, defendant's counsel, among other things, requested the court to charge the jury 'that there is no evidence in the case of a completed sale of the securities to the defendant; and the plaintiff, therefore, cannot recover.' This request was refused, and an exception taken by the defendant. This raises the general question whether there was sufficient evidence in support of the plaintiff's case to justify the court in submitting it to the jury. The defense rested upon two propositions: (1) That there was no evidence of any agreement between the parties for a sale and purchase; and (2) that, if there were, the agreement was not in writing, and there had been no receipt and acceptance of the subject of the sale, or any part thereof, by the defendant; and that consequently the agreement was within the prohibition of the statute of frauds in New York.

In regard to the first branch of the defense, we think there was sufficient evidence of a verbal agreement between the parties for the sale of the securities at the price named. It appeared in evidence that the plaintiff, having acquired title and possession to the securities previously belonging to Bothwell by paying off the advances due to Wells, Fargo & Co., agreed with the defendant, as representing the Stormont Silver Mining Company, to give to that company and other creditors of Clark and Bothwell the benefit of any surplus there might be after the payment of the amount due to the plaintiff. There is evidence tending to show that thereupon, a suggestion having been made that the defendant should purchase the securities from the plaintiff, it was agreed between them that the plaintiff would sell and the defendant would take them at the price of $18,000, and the next day at 3 o'clock was appointed as the time for a delivery. By way of explanation, and as having a bearing upon other items of evidence in the cause, it is proper to say that the defendant's tes- timony in denial of the fact of the agreement tends to the point that the proposed purchase by him was not in his individual capacity, but as the representative of the Stormont Silver Mining Company, of which he was one of the trustees, and was made conditional on his procuring the assent thereto of the other trustees. We assume, however, in the further consideration of the case, that the jury were warranted in finding the fact of a verbal agreement of sale as alleged by the plaintiff. The question as thus narrowed is whether there was sufficient evidence to submit to the jury, of a receipt and acceptance by the defendant of the securities sold.

It appears that on July 8, 1882, in pursuance of the appointment made the day previous, the plaintiff handed the securities in question, at the office of the Stormont Silver Mining Company in New York, to Schuyler Van Rensselaer, who was the treasurer of that company, and took from him the following recipt:

'OFFICE OF STORMONT SILVER MINING COMPANY, NO. 2 NASSAU, COR, OR WALL STREET.

'NEW YORK, July 8, 1882.

'President, William S. Clark.

'Secretary, John R. Bothwell.

'Received of Dr. Rufus P. Lincoln the following certificates of stock on behalf of C. S. Hinchman, and to be delivered to him when he fulfills his contract with Dr. Lincoln to purchase said stocks for $18,000 for——

28,400 shares Stormont Silver M'g Co.

24,300 shares San Bruno Copper M'g Co.

800 shares Eagle Silver M'g Co.

500 shares Hite Gold Quartz M'g Co.

1,819 shares Starr Grove Silver M'g Co.

1,410 shares Menlo Gold Quartz Co., & order on Wells, Fargo & Co. for 45,000 shares Quartz Co.,

600 shares Satemo Gold Quartz Co.

100 shares N. Y. & Sea Beach R. R. Co.

Also $9,500 in first mortgage bonds of the Battle Mn. & Lewis R. R. Co.

'SCHUYLER VAN RENSSELAER.

'Witness: M. W. TYLER.'

The defendant was not present. The receipt, signed by Van Rensselaer, and which he gave to the plaintiff, was witnessed by M. W. Tyler, the plaintiff's attorney, and had been prepared by him. The securities mentioned therein are the same with those described in the complaint. For the purpose of proving the authority of Van Rensselaer to receive and receipt for the securities, some correspondence between the parties was put in evidence by the plaintiff, the material parts of which are as follows: On July 21, 1882, Tyler, as attorney for the plaintiff, wrote to the defendant as follows: 'I was much disappointed in receiving your letter this afternoon, postponing your appointment with me in re Lincoln negotiation. When Dr. Lincoln accepted your offer of $18,000 for his position in reference to the Bothwell securities, he did so unqualifiedly, without even suggesting a modification of your offer, in the hope that in this way he would expedite a conclusion of the matter, and believing that nothing was open except the delivery of the securities, and the receipt of the price. This was on July 7th. On July 8th, learning from Mr. Van Rensselaer that you had left word with him to receive the securities, Dr. L. called on Mr. Van R., and left with him the securities just as he received them. Now, under these circumstances, Dr. L. feels as if there was nothing left to be done except the payment of the money, and that ought not to take very long. Now, I will do anything to accommodate you in this matter in the way of an appointment. If it is inconvenient for you to see me in New York, if you will appoint an early day, I will meet you in Philadelphia. If you desire anything in particular should be signed or done by Dr. Lincoln in addition to what he has done already in delivering the securities to Mr. Van R., if you will write me what you request, I will prepare it and take it on with me for delivery to you.' On the same day the plaintiff wrote to the defendant as follows: 'Agreeable to a note from Col. Tyler, I went down town this P. M. to meet you as per appointment, and receive payment for Stormont and other stocks in accordance with your offer. I was especially disappointed, for I had promised to apply this money this week to cancel that which I borrowed when I took up the stock. I hope nothing will prevent your carrying out our arrangement by Monday or Tuesday at the furthest, and I will esteem it a favor if, on receipt of this, you will telegraph me when I shall receive a check for the amount of the consideration.' In answer to this, the defendant wrote to the plaintiff from Philadelphia, July 22, 1882, as follows: 'DEAR SIR: Your favor of the 21st, as well as Mr. Tyler's, duly received. I did not understand that the negotiation between us was finally concluded, but, as I explained to Mr. Tyler, there were some other questions which would have to be settled before I could act in the matter, on account of my being a trustee. I told Mr. Van Rensselaer that he could receive the Stormont stock held by you for joint account of yourself and Stormont, without requiring you to advance any more money, and that I would arrange with you about it; and he, knowing that I was in negotiation with you, took charge of the whole as handed to him by Mr. Tyler, your counsel. There are several questions which come up in regard to it, and I cannot give you any definite reply until I have conferred with counsel and my co-trustees on the subject. My advice to you is to exchange the Stormont stock for receipts, as a majority have already done, on receipt of this; and if you do so, and not convenient for you to advance the contribution for additional stock, I will see that it is carried until we have an opportunity to fix up the whole matter.'

It is further in evidence that a short time after the date of Van Rensselaer's receipt, it was seen by the defendant, but he said or did nothing to repudiate it. Tyler also testifies that on July 20, 1882, he met the defendant, and had this conversation with him: 'I said to Mr. Hinchman that I had been looking for him for several days, and that I suppos d he knew we had delivered the securities—the Bothwell securities—to Mr. Van Rensselaer, as he had directed; and he said, 'Yes, that was all right and I said, 'Well, now, when...