Huse & Loomis Ice Co. v. Heinze

• Decision Date: 01 December 1890
• Court: Missouri Supreme Court
• Parties: HUSE & LOOMIS ICE CO. v. HEINZE.

14 S.W. 756

102 Mo. 245

HUSE & LOOMIS ICE CO. v. HEINZE.

Supreme Court of Missouri.

December 1, 1890.

CONTRACTS — INDEFINITENESS — ACTION FOR BREACH.

1. A contract stipulating that plaintiff being the holder of options on certain property will procure deeds for the same in the name of defendant, in consideration of $3,000 in money, and of $25,000 in the stock of a company to be formed for the purpose of developing the property, and also that the capital stock shall be $300,000, and, in the event of a company being formed with a greater or less amount of capital, the amount to be paid plaintiff to vary as $25,000 stands to $300,000, is not so indefinite but that damages may be recovered in an action for its breach by defendant who took the deeds and paid the $3,000 but failed to organize any company and to give plaintiff the stock agreed upon.

2. The measure of plaintiff's damages should be based on the fair and reasonable value the stock in question would have had if the company had been organized.

Appeal from St. Louis circuit court; W. W. EDWARDS, Judge.

Defendant is sued as administrator of the estate of John Cromie. Plaintiff's claim is as assignee of Frances E. Stephens for breach of a contract between the latter and Mr. Cromie as follows: "Articles of agreement made and entered into this 14th day of June, A. D., 1878, at Chicago, Illinois, by and between Frances E. Stephens, of St. Louis, Mo., John Cromie, of Louisville, Ky., to-wit: Frances E. Stephens, being the holder of options from I. C. Marine, H. Metcalfe, Mr. Gibson, Mr. Mueller, R. G. Coleman, and a lease from Mr. Bacon and wife on lands bordering on Creve Cœur lake, St. Louis county, Mo., hereby agrees to procure deeds for said options in the name of John Cromie, he to furnish the means for same; and, in consideration of the above, the said John Cromie hereby agrees to pay the said Frances E. Stephens the sum of three thousand dollars, and the further consideration of $25,000 non-assessable stock in a company to be formed for the purpose of developing said Creve Cœur lake as a pleasure resort, and for other purposes. And it is also agreed that the capital stock shall be $300,000, with two-thirds paid in, and in the event of the company being formed with a greater or less amount of capital, the amount to be paid the said Frances E. Stephens shall vary as $25,000 stands to $300,000. In testimony hereof, witness our hands and seals, day and year as above written: [Signed] FRANCES E. STEPHENS. [Seal] By H. A. STEPHENS, Agent. JOHN CROMIE. [Seal]." Plaintiff's demand thereon was first presented to the probate court. It is alleged the terms of the agreement, as above, complete performance on the part of Mrs. Stephens; that Mr. Cromie had paid at one time the $3,000 mentioned, and afterwards a draft for $500, but had, in other respects, failed on his part to perform the agreement; and it asked an allowance of $24,500 against the estate. The probate court refused the allowance, plaintiff appealed, and the circuit court adhered to that ruling. The case was then brought here by appeal after the customary motions to secure a review.

Eber Peacock, for appellant. H. A. Clover and John W. McElhenney, for respondent.

BARCLAY, J.

The position of defendant here, as stated in the brief, and presumably that of the trial court, when ruling that plaintiff could not recover, is "that the contract is so vague and indefinite in its terms and provisions as that it is void for uncertainty, and that the courts of the land can, therefore, give no remedy for the supposed breach thereof." It should be borne in mind that Mrs. Stephens (in whose place plaintiff stands) having previously secured options on the lands mentioned, bordering on Creve Cœur Lake, St. Louis county, afterwards obtained deeds therefor "in the name of" Mr. Cromie and delivered then to him on the faith and in pursuance of the agreement. Thus, the latter became owner of the desired property, and thereupon legally bound to furnish whatever equivalent the contract stipulated in return for the advantages received. The contention now is that this return or equivalent for those benefits is so vaguely described as to render the agreement invalid for uncertainty. This is the interpretation sought to be extracted from the following language, viz.: "In consideration of the above, the said John Cromie hereby agrees to pay the said Frances E. Stephens the sum of three thousand dollars, and the further consideration of $25,000...