Partridge v. Cummings
| Decision Date | 21 January 1926 |
| Citation | 131 A. 683 |
| Parties | PARTRIDGE v. CUMMINGS et al. |
| Court | New Jersey Court of Chancery |
(Syllabus by the Court.)
Suit by Harvey K. Partridge against William H. Cummings and another, trading as Cummings Bros., and another, for an accounting and to compel issuance of stock in corporation. On final hearing on bill, answers, replications, and proofs. Bill dismissed.
The primary inquiry herein is whether our statute of frauds (2 Comp. St. 1910, p. 2609) is a bar to the relief sought by the bill.
The foundation of this suit is a parol agreement made between complainant and William H. Cummings and George S. Cummings, partners trading as Cummings Bros., to the effect that, if the Cummings Bros, succeeded in procuring' from the Avalon Company a contract in which that company would agree to convey to Cummings Bros, certain real estate consisting of building lots, the Cummings Bros, would associate complainant with them, in equal interests of one-third for each of the three, in a proposed enterprise of acquiring title to the lots and selling them at a profit. The contemplated enterprise, as between Cummings Bros, and complainant, was for the Cummings Bros, to procure from the Avalon Company a long-term contract which would require no immediate payment of money, but under which the Cummings Bros, would be privileged to improve the lots and then sell lots so improved and pay the Avalon Company for the lots, as they were sold, the amounts specified in the schedule of prices forming a part of the Avalon Company contract. As between Cummings Bros, and complainant, the proposed plan of practical operations was for the three to form a corporation which was to operate under the Avalon Company contract in the manner above stated, and each of the Cummings and complainant were to have one-third of the capital stock of that corporation.
The contract between the Avalon Company and Cummings Bros, was thereafter executed under date of March 11, 1924. The Seagate Beach Company was formed to operate under the Avalon Company contract, and a resolution was passed by its board of directors which was designed to enable that company in effect to take over the Avalon Company contract and issue its entire authorized capital stock for the property so purchased. Although no transfer of the rights of the Cummings Bros, or complainant under the Avalon Company contract appears to have been made to the Seagate Beach Company, and no stock was issued for the purchase price, operations were conducted as contemplated during the summer of 1924, and a number of lots were improved and sold and title taken by the purchasers and the schedule purchase price of each lot so sold was then paid to the Avalon Company. Differences then arose between Cummings Bros, and complainant, and further operations were suspended.
By this bill complainant seeks an accounting from the Cummings Bros., and also seeks to compel the Seagate Beach Company to issue to him part of its capital stock.
Cummings Bros, and the Seagate Beach Company have pleaded the statute of frauds as a bar to relief against them.
Lewis Starr, of Camden, for complainant.
Bleakly, Stockwell & Burling, of Camden, for whom appeared Harvey P. Carr, of Carr & Carroll, all of Camden, for the defendants.
LEAMING, V. C. (after stating the facts as above). Complainant urges that his parol contract of joint adventure with Cummings Bros, was not a contract for an interest in real estate, but was merely a contract for an interest in...
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...Construction Co., 99 N.J.Eq. 82, 135 A. 850 (Ch.Ct.1926), aff'd 100 N.J.Eq. 566, 135 A. 917 (Ct.E. & A.1927); Partridge v. Cummings, 99 N.J.Eq. 14, 131 A. 683 (Ch.Ct.1926). However, defendant presses the alleged oral agreement not for the enforcement of the joint venture, but as an indicati......
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...Constr. Co. 99 N.J.Eq. 82, 85-86, 132 A. 850 (Ch.1926), aff'd 100 N.J.Eq. 566, 135 A. 917 (E. & A.1926); Partridge v. Cummings, 99 N.J.Eq. 14, 17, 131 A. 683 (Ch.1926); Schultz v. Waldons, 60 N.J.Eq. 71, 79, 47 A. 187 (Ch.1900). See DeMarco v. Estlow, 18 N.J.Super. 30, 34-35, 86 A.2d 446 (C......
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