Matson v. Bauman
| Decision Date | 08 February 1918 |
| Docket Number | 20,676 |
| Citation | 166 N.W. 343,139 Minn. 296 |
| Parties | S. S. MATSON v. E. J. BAUMAN |
| Court | Minnesota Supreme Court |
Action in the district court for Ramsey county to recover $500 upon the contract set out in the opinion. The answer alleged that long prior to this action defendant revoked any offer he may have made to plaintiff for the purchase of the stock. The case was tried before Olin B. Lewis, J., who at the close of the testimony denied defendant's motion for a directed verdict, made findings and ordered judgment in favor of plaintiff. From an order denying his motion for amended conclusions of law or for a new trial, defendant appealed. Affirmed.
Corporation -- sale of stock -- breach of agreement to repurchase -- action for price.
1. Defendant sold and delivered to plaintiff five shares of the capital stock of a certain corporation, and as a part of the transaction agreed to repurchase or take the same back at a stipulated amount on a date specified, if plaintiff then wished to sell the same. It is held, following Lyons v Snider, 136 Minn. 252, that a breach of the agreement by defendant vested in plaintiff the right of action for the amount stipulated to be paid on the return of the stock.
Corporation -- statute of frauds -- Iowa law controlling.
2. The contract was entered into in the state of Iowa, where the parties resided, and with reference to the laws thereof, and its validity as to the statute of frauds is controlled by the laws of that state.
Corporation -- tender and demand seasonable.
3. A tender of the stock and demand that defendant perform his contract to repurchase the same was seasonably made; time was not of the essence of the contract and it was not necessary that the demand for performance be made on the precise date named in the contract.
Corporation -- evidence of agency not sustained.
4. The contract was the personal obligation of defendant, and the claim that the stock was sold by him as the agent of the corporation is not sustained.
Harold Harris, for appellant.
S. P Crosby, for respondent.
The facts in this case as disclosed by the record are substantially as follows: Plaintiff and defendant at the time of the transaction here involved resided at Goodell in the state of Iowa, and had known each other for many years. The Washington Brick, Lime & Sewer Pipe Company is a corporation engaged in the business indicated by its name in the state of Washington. The trial court found that on December 6, 1909, defendant "had for sale and did sell to plaintiff five shares of the common stock" of that corporation at the price of $100 per share. When the stock was first offered to him plaintiff apparently had some doubts as to the value thereof and of the propriety of such an investment, and so indicated to defendant. Whereupon and as a part of the transaction and to induce and bring about a sale defendant entered into an agreement by which he promised to repurchase the stock from plaintiff on July 1, 1915, if plaintiff then wished to dispose of it. The agreement was in writing and in the following language:
In consideration of this agreement and in reliance thereon plaintiff purchased the stock, and defendant "procured to be delivered" to him a stock certificate for five shares, for which plaintiff paid the sum of $500. The transaction was completed on said December 6, 1909. Thereafter, on May 22, 1915, plaintiff through his attorneys notified defendant that he wished to sell and dispose of the stock, and demanded that defendant repurchase the same on July 1 following, as by the written contract he had agreed to do. The court found that defendant refused to comply with the demand. A tender of the certificate of stock was not made by plaintiff at the time of this demand, but a surrender thereof was understood by plaintiff to be necessary and the demand sufficiently indicated a willingness to surrender the same. Thereafter, on or about July 1, 1916, a year after the date fixed by the agreement for the repurchase, plaintiff again demanded performance of the contract by defendant and then formally tendered back the stock certificate. Defendant again refused to comply with the contract.
Plaintiff then brought this action to recover on the contract. The cause was tried before the court without a jury, and upon findings of facts substantially as here stated judgment was ordered for plaintiff for the amount claimed. Defendant appealed from an order denying his motion for amended findings or a new trial.
The assignments of error present several questions in respect to the admission and exclusion of evidence and the refusal of the trial court to amend its findings of fact and conclusions of law, none of which require extended discussion. We discover no error in the admission of evidence. The execution of the written agreement to repurchase was not in dispute on the trial and it was properly received in evidence. While defendant claimed that the writing was not drawn up or signed until after the transaction had been fully completed, the evidence of plaintiff was specific and clear that it was signed and delivered as a part of the transaction, before the completion thereof, and to induce a purchase of the stock and the findings of the court to that effect are fully supported by the evidence. Defendant also claimed that plaintiff's real purchase was 10 shares of preferred stock, in consideration of which, that the five shares of common...
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