Stewart & Johnson v. Herron

Citations

• 77 Ohio St. (N.S.) 130

Syllabus

<p>Contract for sale of corporation stock — Does not lack mutuality, when — Vendor to retain possession till certain dividends accrue— No time stipulated for payment — Payment to be made in reasonable time — Implied agreement.</p> <p>J. R. S. entered into a written agreement with S., J. and G., whereby he agreed to sell, and they agreed to buy in equal proportions, three hundred and sixty shares of corporate stock on certain terms and conditions which were in part: 1. “The purchase price of said stock shall be its par value of one hundred dollars ($100.00) per share.” 2. “Said stock shall remain in the name of said J. R. Stewart, until it is fully paid for as herein provided,” etc. 3. “All dividends declared on said stock shall be paid to said J. R. Stewart, until it is paid in full. Enough of said dividends shall be retained by him to make four per cent, on the balance of said purchase price unpaid at the time said dividends are respectively declared, and the balance thereof applied by him on said purchase price; and as soon as said stock is fully paid for, either through dividends or otherwise, it shall be delivered to said purchasers. In case the dividend declared any year shall be less than four per cent, no interest shall run on said purchase price in excess of the dividend declared, and if none be declared there shall be no interest.” 4. “Should said purchasers desire to make payments on said purchase price in addition to the dividends from time to time declared on said stock, they shall have the option of doing so.” There was no express promise by the purchasers, to pay for said stock, and no time named in the contract itself within which it was to be performed. Held; The contract is not wanting in mutuality or consideration. No time of payment being fixed by said contract, the law implies- — from their agreement to purchase — a promise and engagement on the part of the purchasers to pay, through dividends or otherwise, within a reasonable time.</p>