Willett v. Smith

Decision Date22 May 1913
Citation214 Mass. 494,101 N.E. 1058
PartiesWILLETT v. SMITH et al.
CourtUnited States State Supreme Judicial Court of Massachusetts Supreme Court
COUNSEL

Hutchins & Wheeler, of Boston, for plaintiff.

H. O Smith, of Leicester, for defendants.

OPINION

SHELDON J.

It has been contended that the agreement sued on is too indefinite and uncertain to afford ground for an action. The memorandum of the agreement, besides other things contains a schedule of the assets and liabilities of the Walpole Card Clothing Company, the chief item of the latter being an indebtedness to the plaintiff; provides for the determination of the value of the assets; fixes a date for the transfer of the business, and a later date for the settlement in cash 'for the value of stock as determined above and account due' to the plaintiff; and it concludes with the words 'Memo. of sale of stock of W. C. C.' Standing merely by themselves, it would be difficult to construe these provisions. But the situation of the parties to an agreement and the circumstances under which they made it, so far as these were present to their minds, may be proved by parol evidence, for the purpose of fixing the subject-matter of the agreement and showing the meaning which they put upon their words. This often has been declared, both at common law and in cases arising under the statute of frauds. Knight v. New England Worsted Co., 2 Cush. 271, 283; Mead v. Parker, 115 Mass. 413, 15 Am. Rep. 110; Adams v. Morgan, 150 Mass. 143, 146, 22 N.E. 708; Whittier Machine Co. v. Graffam, 156 Mass. 415, 417, 31 N.E. 485; Baker v. Hall, 158 Mass. 361, 33 N.E. 612; Bassett v. Rogers, 162 Mass. 47, 51, 37 N.E. 772; Lee v. Butler, 167 Mass. 426, 428, 46 N.E. 52, 57 Am. St. Rep. 466; New England Dressed Meat & Wool Co. v. Standard Worsted Co., 165 Mass. 328, 332, 43 N.E. 112, 52 Am. St. Rep. 516; Smith v. Vose & Sons Piano Co., 194 Mass. 193, 80 N.E. 527, 9 L. R. A. (N. S.) 966, 120 Am. St. Rep. 539; Jennings v. Puffer, 203 Mass. 534, 89 N.E. 1036. Upon such evidence it appears that the plaintiff owned a large part of the shares of the capital stock of the Walpole Card Clothing Company, and was authorized by their owners to sell the other shares thereof. There was no evidence that he had any right to sell the stock in trade, machinery or other assets of the corporation. This fact, with the rest of the evidence, all of which was competent for the purpose that has been stated, makes it plain that the subject-matter of the agreement was the capital stock of the corporation; that this was what was to be sold by the plaintiff and bought by the defendants' intestate.

This manifestly was intended to be a valid and complete agreement when signed. Nothing remained to be done but to transfer the stock, compute the price, and make a payment in cash; and the time for these things was fixed.

The price was not stated in terms, but was left to be computed by ascertaining the value of the different items of the assets and adding the amount of the indebtedness to the plaintiff. But the method of computation was stated. It was not left to the subsequent agreement of the parties. It was like the sale of property for its value or some stated proportion thereof. This sufficiently fixes the price, on the often-quoted principle id certum est quod certum reddi potest. Agreements for sales as prices to be so fixed were sustained in Lent v. Hodgman, 15 Barb. (N. Y.) 274; McConnell v. Hughes, 29 Wis. 537; Sergeant v. Dwyer, 44 Minn. 309, 46 N.W. 444; McBride v. Silverthorne, 11 Up. Can. Q. B. 545. All these cases are directly in point. The language of this court in Brown v. Bellows, 4 Pick. 178, 189, is to the same effect. And see the cases collected in 35 Cyc. 48, and in 24 Am. & Eng. Encyc. of Law (2d Ed.) 1036.

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