Davis Laundry & Cleaning Co. v. Whitmore

Citations

• 92 Ohio St. (N.S.) 44

Syllabus

<p>Contracts — Sale' of corporation — Memorandum is offer to purchase, when — Acceptance, mutual obligations and consideration — Time not essence of contract — Formal stock transfer unnecessary, when — Statute of frauds — Sale of corporate stock — Writing necessary, when — Section 8384 (1), General Code — Partial delivery of stock and operation of plant — Justify finding of acceptance, when.</p> <p>The Ideal Laundry Company was a corporation capitalized át 250 shares of the par value of $100 each, of which plaintiff owned 126 shares, the balance outstanding in the names of other parties.</p> <p>The defendant laundry company, doing a kindred business and desiring to purchase all the shares, executed on January 11, 1910, to the plaintiff the following memorandum of agreement: “We agree to purchase 126 shares of Ideal Laundry stock for $5500.00, and the balance of 124 shares at $50.00 per share, from F. C. Whitmore. (Signed) , The Davis Laundry Company, Per. E. W. Sloan. 1-11-10.” This memorandum was not signed by Whitmore. No time was fixed for the delivery of these shares, and it was verbally agreed that delivery should be made at a local bank and that the buyer should assist in obtaining the outstanding shares. On February 21, 1910, the seller had deposited in the bank his own 126 shares and had obtained 116 of those outstanding, at which time he notified the defendant of this fact, and that the remaining 8 shares would be delivered in a very short time. On January 31, 1910, the buyer took possession of the plant^and asséts of The Ideal Laundry Co. and operated the same for a period of two weeks. On February 28, 1910, the seller had secured the entire 250 shares and deposited them with the local bank for delivery and so notified the buyer. On February 16, 1910, the buyer yielded possession and repudiated the contract. Held:</p> <p>1. The written memorandum was an offer to purchase the entire 250 shares of stock, and stipulated the price per share.</p> <p>2. That, up