Spicer v. Hincks

• Decision Date: 22 June 1931
• Citation: 155 A. 508,113 Conn. 366
• Court: Connecticut Supreme Court
• Parties: SPICER v. HINCKS et al.

155 A. 508

113 Conn. 366

SPICER v. HINCKS et al.

Supreme Court of Errors of Connecticut.

June 22, 1931

Appeal from Superior Court, New Haven County; John Richards Booth Judge.

Action by Edmund Spicer against Robert S. Hincks and others for damages for alleged wrongful sale of stocks and failure to sell, as ordered, other stocks, bought upon margin and held by the defendants for the plaintiff. Verdict and judgment for plaintiff, and defendants appeal.

No error.

Terrence F. Carmody and Walter E. Monagan, both of Waterbury for appellants.

John H. Cassidy and Lawrence L. Lewis, both of Waterbury, for appellee.

Argued before MALTBIE, C.J., and HAINES, HINMAN, AVERY, and DICKENSON, JJ.

HINMAN, J.

The pleadings and the claims of proof by the respective parties set forth in the finding are voluminous, and somewhat complicated, but many of the potential questions presented or suggested thereby become, for practical purposes of the present appeal, immaterial or subsidiary; the ultimate and decisive question as developed on the trial was whether the defendants wrongfully failed to sell the plaintiff's land bank stocks when and as ordered by him, and whether their action in selling his Puget Sound Light & Power Company stock was wrongful, as the plaintiff claimed, or justified, as the defendants contended. The verdict unmistakably imports that the jury accepted the plaintiff's claims of facts material to and determinative of this issue; these were amply supported by evidence and were sufficient, under the principles of law as expounded in the charge, to warrant the verdict which was rendered. Unless there was prejudicial error in the instructions given as to the law and its application to the facts, the verdict must stand, and the denial of the motion to set it aside was proper. Therefore we state only such facts and claims of proof as appear to be essential to an understanding of our discussion of the assignments of error pertaining to the charge.

The plaintiff began to purchase stocks on margin through the defendant brokers, in August, 1922, and such relations continued until the events now in issue, except the plaintiff claims that the account was closed from December, 1923, until April or May, 1924. Commencing in February, 1925, the plaintiff purchased from or through the defendants stocks of various joint-stock land banks, the purchase price aggregating nearly $100,000, and, prior to February 1, 1926, had purchased at various times a total of 2246 shares of the common stock of the Puget Sound Power & Light Company. The plaintiff substantially maintained a one-third margin for his account with the defendants until February, 1926. The defendants' claims of proof are that in February, and again in March, they notified the plaintiff that his account was undermargined; the plaintiff says that the first notification was in March.

The plaintiff offered evidence that in February, 1926, his confidence in the land bank stocks having become impaired, he ordered the defendants to sell at market price all of such stocks held for him. The defendants' evidence was that they advised him before, in, and after February, to sell these stocks, but he refused to authorize sales until May, and thereafter, when he ordered various lots sold, some at the market, which orders were executed, some at specified prices, part of which were executed, while as to others a market could not be found at the price specified. The plaintiff's evidence was that there was a ready market for this stock in February, and his order could have been executed by the defendants, but they failed to do so or make efforts to that end; that he repeatedly remonstrated but without result, and himself found a market for 300 shares, but the defendants refused to recognize the sales and deliver the stock. At different times between May 24, 1926, and May 10, 1927, the defendants sold, in small lots, the land bank stocks, except 115 shares which the plaintiff himself sold, in November, 1926, and July, 1927, and 75 shares remaining in the hands of the defendants at the time of the bringing of this action.

On or about May 25, 1926, the plaintiff's account was below a one-third margin by about $16,000, and the defendants notified the plaintiff that, unless his margin was increased, they would sell sufficient Puget Sound stock to restore the margin; he did not comply, and between June 2d and June 8th they sold 1700 shares. The plaintiff claimed to have sustained a loss, measured by the applicable rules, of $32,563, by the failure of the defendants to sell the land bank stocks when ordered, and $8,725 by reason of the sale of the Puget Sound stock. The jury awarded him damages in accordance with this claim.

The first three reasons of the additional appeal relate to extracts from an extended statement specially characterized as the general rules applicable to stockbrokers in their dealings with their clients, in the absence of any special agreement, and, as such, the portions objected to are manifestly correct. 9 Corpus Juris, p. 536, § 38; pp. 546, 547, 549; Ling v. Malcom, 77 Conn. 517, 59 A. 698, 702. The fact that this general statement incidentally included elements, inherent in these rules, which had no special applicability or materiality under the controverted issues of the instant case carried no significance prejudicial to the defendants. The statement that a broker is required to give his client the benefit of his knowledge and advice and of information as to known material facts affecting his interest, the effect of an agreement to carry an account for a certain time or until a certain event without further margins, and the requirement of reasonable notice and opportunity to comply with a demand for additional margins, reference to which is objected to, were of this class.

After reviewing the general rules, the trial court fully and fairly explained the special agreements claimed by the parties, respectively, to have been in operation between them, and the effect of each upon their reciprocal rights and duties if it was found to have been in effect. The gist of the fourth reason of appeal, repeated in the sixteenth, is that, even if the jury found that the defendants made a special agreement with the plaintiff, as the latter claimed, " to be lenient with him in times of stress," it was too vague and uncertain to be valid and enforceable, and the jury should have been so instructed. The appellee claims that this point is raised in this court for the first time. Be that as it may, we regard the assignment as without merit. " Courts very reluctantly reject an agreement, regularly and fairly made, as unintelligible or insensible. It will be sustained if the meaning of the parties can be ascertained, either from the express terms *** or by fair implication." 1 Elliott on Contracts, § 170; Williston on Contracts, §§ 37, 1620; 6 R.C.L. 645. " The promise is not void on the ground that it is too indefinite. Juries are constantly solving such problems." Brennan v. Employers' Liability Assur. Corp., 213 Mass. 365, 367, 100 N.E. 633, 634; Silver v. Graves, 210 Mass. 26, 95 N.E. 948; Middendorf Williams & Co. v. Alexander Milburn Co., 134 Md. 385, 107 A. 7. See, also, Strakosch v. Connecticut Trust & Safe Deposit Co., 96 Conn. 471, 481, 114 A. 660; Woodbridge Ice Co. v. Semon Ice Cream Corp., 81 Conn. 479, 71 A. 577. An undertaking by the defendants to be lenient with the plaintiff in time of stress, if made, was reasonably susceptible of interpretation by the jury and application to the reciprocal relations of the parties. The obvious meaning of such agreement was that, if a situation should arise which rendered it unusually difficult for the plaintiff to maintain his margin requirements, the defendants would not require a strict compliance with his obligation to do so, but would afford him reasonable opportunity to protect his interests.

The portion of the charge which is made the subject of the fifth assignment relates to two distinct questions. The first concerned the claimed breach of duty by the defendants in failing to sell the land bank stocks when, in February, the plaintiff claimed he ordered such sale. As to this, fair reference was made to the evidence presented by both parties, and instruction flatly given that if the claim of the defendants be found true, that the plaintiff, instead of giving an unqualified order to sell at the market, only gave orders from time to time specifying prices which could not be obtained, the defendants could not be held...