Weldon v. Degan

Citations

• 86 Wash. 442
• 150 P. 1184

Syllabus

<p>Contracts — Certainty—Corporations — Agreement to Organize. An agreement to organize a corporation, with a stated capital stock, to he equally divided among the parties, each of whom agrees to forfeit 82,500 in case of his default in completing the agreement, is not sufficiently definite in its terms to be binding to the extent of recovery of damages for its breach.</p> <p>Equity — Maxims. The maxim, Id cerium est quod cerium, reddi potest, cannot be applied to supply by parol that which the law presumes to have been purposely omitted from a written contract.</p> <p>Evidence — -Parol—To Vary Writing. Where a written agreement to organize a corporation is lacking in everything other than the purpose of the organization, the amount of capital stock, and the proportion in which it was to be contributed, resort cannot be had to oral evidence of a prior or contemporaneous agreement supplying the statutory essentials for the formation of a corporation prescribed by Rem. & Bal. Code, § 3679.</p>