Meredith v. Holmes
Decision Date | 01 March 1904 |
Citation | 105 Mo. App. 343,80 S.W. 61 |
Court | Missouri Court of Appeals |
Parties | MEREDITH v. HOLMES.<SMALL><SUP>*</SUP></SMALL> |
Appeal from St. Louis Circuit Court; H. D. Wood, Judge.
Action by Charles A. Meredith against James S. Holmes to reform a written contract. Judgment for defendant, and complainant appeals. Affirmed.
A. M. Sullivan and Klein & Hough, for appellant. Taylor, Harlan & Powers, for respondent.
Statement.
The petition is in two counts. The first is to reform a written contract on the ground of mutual mistake. The second is to recover on the contract after its reformation. Without reformation, the second count states no cause of action. The contract, as executed, is as follows:
The petition asks that the last clause of the contract be reformed so as to read as follows:
"It is also understood and agreed that said J. S. Holmes assumes all responsibility for the stock and notes belonging to Dr. Meredith after the transfer is legally effected, and all other financial obligations of C. A. Meredith for or on account of the Star Carriage Manufacturing Company up to this date, said assumption to take effect on the delivery of the above-described policy and the handing over to J. S. Holmes of the stock and note above described."
The evidence shows that the Star Carriage Manufacturing Company was a corporation operating a plant for manufacturing and repairing carriages in the city of St. Louis, and owned some city lots upon which it had a shed. The par value of the capital stock of the corporation was $100. The plaintiff in July, 1899, owned 20 shares, and the defendant 25 shares, of the stock. Plaintiff, defendant, H. M. Pierce, and Otto C. Schaefer constituted the board of directors. The corporation owed plaintiff over $1,600 for money he had advanced it. It also owed the Franklin Bank a note of $4,000, indorsed by plaintiff, Pierce, and Schaefer, and secured by a deed of trust upon its real estate, shown to be worth from $4,000 to $4,500. It also owed a note of $300 to Mrs. Lang, wife of the secretary of the company, indorsed by plaintiff and defendant. The annual statement of the previous year's business of the company, made June 30, 1899, showed that the company had made no money; and the plaintiff became dissatisfied with its management, and was desirous of disposing of his stock and withdrawing from the company. With a view to getting out of the concern, he approached defendant, and made him a proposition to sell out to him. Holmes suggested to plaintiff that he take a 15 or 20 year 5 per cent. gold bond policy for $20,000 in the Metropolitan Life Insurance Company of New York, of which company Holmes was manager. On July 30th plaintiff made the following proposition by letter to defendant: The defendant replied as follows: A few days after this, plaintiff called at defendant's office, and the terms of the contract were discussed, resulting in a request from defendant that plaintiff write out a memorandum of what he wanted, whereupon plaintiff, as he testified, wrote out the following memorandum in pencil: "I have this day sold to Mr. J. S. Holmes all my stock, notes and accounts in and against the Star Carriage Manufacturing Company for $20,000, fifteen pay gold bond policy, paid for one year, $1,250, six per cent. note, payable before second premium falls due, $350 within 40 days, and one new storm buggy finished and completed; to be relieved from all obligations relative to Star Company." Plaintiff testified that, after he wrote out this memorandum, the defendant then wrote out the contract in detail. His testimony is as follows: ...
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...122 Mo. App. 126, 77 S.W. 1007; Sweet v. Owens, 109 Mo. 1, 18 S.W. 928; Parker v. Vanhoozer, 142 Mo. 621, 44 S.W. 728; Meredith v. Holmes, 105 Mo. App. 343, 80 S.W. 61; Kilpatrick v. Wiley, 197 Mo. 172, 95 S.W. 213; Psinakas v. Magas, 161 Mo. App. 19, 142 S.W. 1086. (4) The evidence shows t......
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