Club Laundry & Cleaning Co. v. Murphy

Citations

• 266 Pa. 183
• 109 A. 622
• 1920 Pa. LEXIS 532

Syllabus

<p>Contract — Rescission—Contract for sale of real estate — Affidavit of defense — Corporations—President—Warrant of attorney — Practice, C. P.</p> <p>1. In an action by a corporation against its president to- recover from him a sum paid in cash under a written agreement by which he sold to the company certain real estate and personal property incident to a business and by which he was to receive, as part o£ the purchase price, stock of the company “upon the delivery of said property,” without any time set for the payment of the balance, but with covenant for further assurances, the court will construe the contract a§ making the stock issue conditioned upon immediate delivery of the property, without such delivery being dependent upon payment of the balance of the purchase price.</p> <p>2. Ordinarily, in the sale of real estate, if the contract is silent as to the time and manner of payment, the law will presume, unless the contract expresses otherwise, that delivery of the deed and payment of the purchase money are intended to be mutual, concurrent and dependent covenants; if either would charge the other upon it, he must put him in default by showing a refusal to perform, or show some act equivalent to a refusal.</p> <p>3. In such a ease an affidavit of defense is insufficient, which denies repudiation of the contract and avers that consummation of the contract was talked over many times by defendant with the other officers and directors of the company, and “defendant stood ready and willing to perform all and every part of his agreement with said company until it was fully demonstrated to the officers and directors and so stated and admitted by them that the same [contract] could not be carried into effect under the existing conditions.”</p> <p>4. As president of the company it was necessary for him to give the fullest explanation as to the reasons why the deal could not be concluded, and to show that the circumstances did not arise from any act which he, as an o