Edgcomb v. Clough

Citations

• 275 Pa. 90
• 118 A. 610
• 1922 Pa. LEXIS 458

Syllabus

<p>Statute of frauds — New Yorlc law — Executory contract for partnership in lands — Joint adventure — Standing timber — Contracts.</p> <p>1. An executory parol contract for a partnership or joint adventure in lands owned by one of the parties at the time the contract is made, is void under the New York statute of frauds, if the agreement involves a grant or assignment of the lands.</p> <p>2. Such a contract is void if it involves the organization of a corporation to which the lands are to be conveyed to carry out the joint adventure.</p> <p>3. A contract for the sale or transfer of standing timber is a contract for the sale of an interest in lands, and, to be valid, must be in writing under the New York statute.</p> <p>4. Where two parties orally agreed that they would join in an adventure to effectuate the sale of the forest products on the lands of one of them through a corporation to be organized, and the prospectus of the corporation shows that the company was to acquire the lands, the court will construe the contract as relating to the sale of standing timber to the corporation, and hold it void because not in writing.</p> <p>5. The signing of the articles of incorporation by plaintiff is persuasive evidence that he thought the lands were to be conveyed to the corporation by defendant.</p> <p>Contract — Preliminary negotiations — Terms—Indefinite terms— Executory contract — Evidence—Parol evidence.</p> <p>6. The preliminary negotiations leading up to the execution of a contract must be distinguished from the contract itself.</p> <p>7. Eor the validity of an executory contract, the promise or agreement of the parties to it must be certain and explicit, so that their full intention may be ascertained to,a reasonable degree of certainty. Their agreement must be neither vague' nor indefinite, and, if thus defective, parol proof cannot be resorted to.-</p> <p>8. Under the evidence in this case, held that no definite completed contract had been arrived at or entered