Pyskoty v. Sobusiak
| Decision Date | 02 March 1929 |
| Court | Connecticut Supreme Court |
| Parties | PYSKOTY v. SOBUSIAK. |
Appeal from Superior Court, New Haven County; Newell Jennings Judge.
Action by Peter Pyskoty against Stanislaus Sobusiak for the amount of the purchase price of certain stock sold to the plaintiff by the defendant, brought to the superior court and tried to the court. Judgment for the plaintiff, and appeal by the defendant. No error.
Charles S. Hamilton, of New Haven, and Morris M. Wilder, of Meriden for appellant.
Benjamin Slade, of New Haven, for appellee.
Argued before WHEELER, C.J., and HAINES, HINMAN, BANKS, and JOHN RUFUS BOOTH, JJ.
The complaint alleged that on September 4, 1924, the defendant agreed with the plaintiff that if he would purchase certain shares of stock in a corporation in which the defendant was interested as an officer and stockholder, the defendant would, at any time within one year, if the plaintiff became dissatisfied and returned the stock to the defendant, return to him the purchase price, $2,000; that the plaintiff purchased the stock, became so dissatisfied, and tendered the stock to the defendant and demanded the return of the $2,000, but the defendant refused to comply with the demand. The defendant joined issue upon the allegations of the complaint and, as a second defense, pleaded that a written contract (Exhibit C), annexed thereto, set forth the entire agreement concerning the purchase of the stock. This writing was signed by the defendant, the plaintiff, and one Ralph Montefiore, and stated that Montefiore and Sobusiak owned a majority of the outstanding capital stock of the Sterling Art Lamp Company, Incorporated; that in consideration of the purchase by Pyskoty of 80 shares of the stock of the corporation for $2,000, Montefiore and Sobusiak agreed to vote their stock for the election of Pyskoty as a director and to cause him to be employed at the same wages as themselves; and the three agreed that they would vote their stock as a unit for the best interests of the corporation. The plaintiff admitted the execution of the contract, but denied the other allegations. Judgment was rendered for the plaintiff for $2,460.
The finding shows these facts: The defendant was a director and treasurer of the lamp company and a large stockholder therein. For several months before September, 1924, the corporation was in need of money, and the defendant made effort to sell some of the stock of the corporation to various people, including several solicitations to the plaintiff, but without success. On September 4, 1924, the defendant, while urging the plaintiff to purchase such stock and for the purpose of inducing him to do so, agreed with him that, if he would purchase 80 shares for $2,000, and, at any time within one year, became dissatisfied with the stock or the purchase thereof, the defendant would repay to him the purchase price, upon the surrender of the stock to the defendant. He also agreed that the plaintiff would be given, by the corporation, a position at $50 a week salary, as a mechanic, and that the defendant and Montefiore would enter into a contract with the plaintiff which should provide that the plaintiff would be made a director and that the stock holding of the three should be pooled for voting purposes. The plaintiff, relying upon and induced by these representations and agreements, purchased and paid for the stock. In part performance of the agreement, the writing, Exhibit C, was executed on September 8, 1924. At the time of the sale of the stock by the defendant to the plaintiff, the corporation was in a financially embarrassed condition. On March 7, 1925, the plaintiff notified the defendant, that he was dissatisfied with the stock, tendered it to the defendant, and demanded repayment of the purchase price. At the time of this demand, the defendant informed the plaintiff that he then had no money, but intended to sell some property which he had, would have some money, and would pay the plaintiff the $2,000. In the latter part of March or in April, 1925, the corporation was adjudicated a bankrupt.
The plaintiff and the defendant had known each other intimately for some time, and the plaintiff had confidence in the defendant, and relied upon his word and agreement to accept return of the stock and return the purchase price. Neither the plaintiff nor the defendant at any time discussed with Montefiore the entire agreement, and he was a stranger to the personal agreement between the plaintiff and the defendant, with reference to the return of the purchase price of the stock. Exhibit C was drawn in pursuance of a part of the agreement between the plaintiff and the defendant, and was merely intended to cover that portion relating to the pooling of the holdings of stock, and the employment of the plaintiff by the company. The agreement for the return of the purchase price was entirely independent of the agreement, Exhibit C.
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Mass. Bonding & Ins. Co. v. Transamerican Freight Lines, Inc.
...conduct and language of the parties and the surrounding circumstances. Brosty v. Thompson, 79 Conn. 133, 136, 64 A. 1;Pyskoty v. Sobusiak, 109 Conn. 593, 597, 145 A. 58. Taking those all into consideration, the question becomes one of the inherent probability that parties contracting under ......
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Cohen v. Paine, Webber & Co.
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Cohen v. Paine, Webber & Co.
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