Hanson v. Slaven

Citations

• 98 Cal. 377
• 33 P. 266
• 1893 Cal. LEXIS 930

Syllabus

<p>Option upon Stock—Agreement to Sell—Mutual Agreement upon Acceptance— Dependent Conditions.—A written instrument in the form of a letter, by the terms of which the parties signing it grant to the person addressed the privilege of calling for all or any part of two thousand shares of stock at any time within two years thereafter, at thirty dollars per share, constitutes, under section 1727 of the Civil Code, an agreement of the signers to sell the stock, or any part thereof, at the price stated, to the person addressed, at any time within two years; and upon an acceptance by the person addressed at any time within the two years, becomes, under section 1729 of the Civil Code, an agreement to sell and buy, containing concurrent conditions mutually dependent upon each other.</p> <p>Id,_Tender of Purchase-money—Failure of Acceptor of Option—Breach of Contract — Default of Seller. — An acceptance of the offer to sell upon the part of the party holding the option to purchase, without an offer of payment of the purchase price, does not place the seller of the stock in default so as to give the acceptor a right of action for a breach of contract, unless the conduct of the seller was such as to excuse the failure of an offer of payment.</p> <p>Id._Construction of Code — Concurrent Conditions — Offer of Performance__Section 1349 of the Civil Code, which provides that “before any party to an ooligation can require anotner party to per.orm any act under it, he must be able ancl offer to fulfill all conditions concurrent so imposed upon him on the like fulfillment by the other party,” is applicable to obligations arising upon agreements for the sale of personalty, as well as of realty; and under such section, in order that one party may place the other in default upon a contract consisting of mutually dependent obligations, he must not only be able to perform but must offer to perform.</p> <p>Id. — Waiver of Offer or Tender—Refusal to Perform.—In order to constitute an implied