Sherman v. Herr

Citations

• 220 Pa. 420
• 69 A. 899
• 1908 Pa. LEXIS 795

Syllabus

<p>Equity — Answer—Responsive answer — Contracts—Evidence.</p> <p>A responsive answer to a bill in equity denying the existence of a contract is met and overcome, where three disinterested witnesses for the plaintiff testify to the existence of the contract, and this evidence is supported by the testimony of the plaintiff and admissions of the defendant.</p> <p>Contract — Consideration—Mutuality—Joint purchase of shares of stock — Equity—Specific performance.</p> <p>An oral contract between two persons to purchase shares of stock of a corporation does not lack mutuality, where by its terms it provides that the purchase is to be made by either of the parties as opportunity might offer, for their mutual benefit, and that after the shares were purchased they were to be equally divided between the parties, each paying one-half of the purchase price. In such a case either party has the right in the exercise of good faith to pay what he deems proper for the stock, and the other party must pay one-half of the money expended. If it appears that the stock is not procurable in the market, and that its pecuniary value is not readily ascertainable, the contract may be specifically enforced. The person purchasing the stock and refusing to share it with the other party, is a trustee ex maleficio of the other party, and equity will enforce the trust.</p> <p>Whsre the original subscribers to the stock of a corporation agree that in case any of them might desire to sell their stock, they shall first offer it to the remaining subscribers, and it appears that of the remaining three original subscribers two had sold their stock to other parties in violation of the agreement, such an agreement cannot be set up against the other one of the three original subscribers when he attempts to compel a third party to deliver'to him stock which such third party had contracted to deliver.</p>