Holdridge v. Garretson
Decision Date | 22 May 1929 |
Docket Number | 21491. |
Citation | 277 P. 982,152 Wash. 226 |
Parties | HOLDRIDGE v. GARRETSON et ux. |
Court | Washington Supreme Court |
Department 2.
Appeal from Superior Court, Yakima County; A. W. Hawkins, Judge.
Action by P. B. Holdridge against Lloyd Garretson and wife. Judgment of dismissal, and plaintiff appeals. Affirmed.
Grady & Velikanje, of Yakima, and Henderson Carnahan & Thompson, of Tacoma, for appellant.
Rigg & Brown, of Yakima, and S. F. McAnally, of Tacoma, for respondents.
This action was brought to enforce the terms of a written contract for the sale of 15,000 shares of the capital stock of a corporation. To the second amended complaint, which will be referred to as the complaint, a demurrer was interposed and sustained. The plaintiff refused to plead further, and elected to stand upon his complaint. A judgment was entered dismissing the action, from which he appeals.
The Lloyd Garretson Company, a corporation, was engaged in business in the city of Yakima. The appellant owned 15,000 shares of its capital stock of the par value of $1 per share and the respondent 45,000 shares. The respondent was the managing director, and the appellant was employed by the corporation, and devoted his time to its affairs. Differences arose between these two stockholders, and November 18, 1925 they entered into an agreement by which the appellant agreed to sell, and the respondent agreed to purchase, the former's stock. This agreement, after making certain recitals, provides:
It will be observed that the contract provides that the price of the stock shall be fixed by a board of appraisers who shall act as a board of arbitration. The complaint alleges that the respondent was the managing director of the corporation, and that appellant held a position therewith, and devoted his time and energy to its affairs. It is further alleged that certain differences had arisen between the parties relative to claims and accusations made by the appellant against the respondent, and that such claims and accusations were of such a nature as to involve the parties in litigation and had engendered personal animosities, making it impossible for them to longer work together. It is further alleged that the appellant refrained from prosecuting his claim against the respondent and severed his connection with the management of the affairs of the corporation. No mention is made in the contract of either of these matters as constituting a part of the consideration therefor.
Whether the complaint stated a cause of action depends, first, upon whether the contract had in part been executed by the appellant severing his connection with the corporation and abandoning his claim against the respondent on account of the other matter which had arisen between the parties, the precise nature of which is not set out. If upon the trial the respondent would be permitted to prove the considerations not mentioned in the contract, it may be said that the complaint states a cause of action. Inquiry must here be directed as to what is the rule by which the courts will be guided in determining whether a contract will be enforced which provides that the price of a thing sold shall be fixed by appraisers or arbitrators, and there has been an abortive attempt to so fix the price. It is well settled that, where a contract has been partly performed and is no longer wholly executory, or where the provision for arbitration or appraisement relates merely to an incident such as arriving at the purchase price of the property, or the parties cannot be placed in statu quo, the failure of the appraisement or of the arbitration will not absolve the parties from the...
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