Cary v. Holt's Ex'ors

Citations

• 120 Va. 261
• 91 S.E. 188
• 1917 Va. LEXIS 104

Syllabus

<p>1. Contracts — Construction.—Where a contract refers to prior contracts, to which one of the parties was a party, for further particulars, it must be construed with reference to such prior contracts.</p> <p>2, Corporations — Promoters—Construction of Contract. — The preamble of a contract recited that the organization of a company for dealing in the purchase and sale of coal lands was effected upon the understanding that appellant “should advance three-fourths of the cost of said property” (referring to said coal lands) “or so much thereof as might be necessary for the purposes of the company,” and that he should have a certain part of all profits to be made upon the said advancements through the organization of said company to take over the coal lands. Three prior contracts of the appellant with other parties in regard to the same enterprise were referred to for further particulars. The preamble also recited that under these prior contracts appellant “would be required to advance only so much” of his agreed input aforesaid “as might be required to pay the cost of the property before a sale of the same by the company was effected.” From the body of the contract it appeared that appellant for a certain sum sold to the appellees part of his interest under the prior contracts in the stock of the corporation. The contract further provided . that in case any further input of cash towards the payment of appellant’s “input of three-fourths of said purchase money is required of and made by him,” appellees’ interest should be reduced. One of the prior contracts contained a provision that, “All expenses incident to the successful carrying out of the purposes of said corporation are to be borne by the said corporation.” Appellant paid into the treasury of the corporation a sum of money to cover the expenses of such corporation due to its payment to the appellant of that amount on accqunt of his salary.</p> <p>Held: That appellant was obligated by his contract to pay into th