In re Miller's Estate

• Decision Date: 28 February 1936
• Docket Number: No. 30784.,30784.
• Citation: 196 Minn. 543,265 N.W. 333
• Parties: In re MILLER'S ESTATE.
• Court: Minnesota Supreme Court

265 N.W. 333

196 Minn. 543

In re MILLER'S ESTATE.

No. 30784.

Supreme Court of Minnesota.

February 28, 1936.

Appeal from District Court, Goodhue County; W. A. Schultz, Judge.

In the matter of the estate of Gustaf O. Miller, deceased. Proceeding by C. C. Holmes against the estate of Gustaf O. Miller, deceased, and another. Judgment for defendants, and plaintiff appeals.

Affirmed.

Allen V. Junkin, of St. Paul, for appellant Holmes.

Bentley & Christianson, of Red Wing, for respondent estate.

Thomas Mohn and Horace W. Mohn, both of Red Wing, for respondent Mrs. G. O. Miller.

JULIUS J. OLSON, Justice.

On May 24, 1928, C. C. Holmes and one Miller entered into an option contract under the terms of which Holmes was given the privilege of purchasing 113 shares of stock in Miller & Holmes, Inc., for $71,218.50. At the time of making the contract, Holmes paid Miller $3,560.92. This sum, in addition to being consideration for the option, might, at the election of Holmes within the option period be used for the purchase of a lesser number of shares at the stipulated price of $630.25 per share. If the option was exercised, Holmes was to be allowed 5 per cent. interest upon the deposit from the time of the making of the contract until the stock was purchased. The time limit of the option was June 1, 1933. Miller died May 27, four days before its termination.

On May 31 Holmes mailed a letter to Miller and another to the "Estate of G. O. Miller" stating that he exercised his option to the extent of taking the shares that the deposit money with accumulated interest would purchase at the agreed price. This he computed to be seven shares.

On June 2 Mrs. Miller petitioned the probate court for her own appointment as administratrix of her husband's estate. There were objections filed against her so acting. On June 23 one Peterson was appointed special administrator. On that day a petition was filed seeking to establish a purported lost will. Mrs. Miller opposed this. The matter dragged along until November 21, 1933, when the court refused to admit the alleged lost will. On February 16, 1934, Mr. Peterson was appointed general administrator.

Shortly before Mr. Peterson's appointment as general administrator, January 24, 1934, Holmes filed a claim against the estate of Miller, attaching the option contract to his statement of claim. He thereby sought to fasten liability upon the estate in the sum of $4,771.63; that being his computation of the amount due him under the option contract which, so he affirmed, had never been performed by Miller "although demand was made so to do and by reason of the premises the said contract is cancelled and rescinded for breach thereof by the said G. O. Miller." He further deposed "that in the event claimant is indebted to the estate of G. O. Miller, deceased, then the claim herein is for due and proper offset in said sum against any indebtedness owing by claimant to said estate." It will be noted that this claim was filed prior to Mr. Peterson's appointment as general administrator.

On July 28 the administrator wrote Mr. Holmes, in substance: That the writer had just been informed of the option agreement entered into between Miller and Holmes; that, as representative of the Miller estate, he was ready to deliver the seven shares of stock in conformity with Holmes' claim when he exercised his option. He ended the letter by saying: "I can mail these stocks to you by registered mail or deliver them to you personally, please advise which way of delivery you desire." On July 31 Holmes wrote stating that the matter was in the hands of his attorney, upon whom he had called, and had been informed that the attorney had written the attorneys for the administrator relative to the matter. On July 25, 1934, the attorneys for the administrator had written the attorneys for Holmes stating: "We have also just discovered that Mr. Holmes has written a letter to the Estate of G. O. Miller, May 31, 1933, stating that he would exercise the option and would accept seven shares of stock of the Miller & Holmes company * * *. Mr. Axel E. Peterson, the representative of the estate, did not know of this letter of Mr. Holmes, nor did the writer, due to the fact that the letter was delivered to the G. O. Miller store and was not brought to our attention." Then follows a statement to the effect that Mr. Peterson had informed his attorneys that he was ready and willing to deliver the shares wanted by Holmes in his letter of May 31, 1933. On July 27 the attorneys for Holmes answered that the contract had been rescinded for "failure to perform by Miller or the estate" and demanded "the amount set forth in the claim as filed and for the reasons therein given." The probate court on February 1, 1935, disallowed the claim. Upon appeal to the district court, the facts were found substantially as hereinbefore related, and, as...