Braeutigam v. Edwards

38 N.J. Eq. 542 | N.J. | 1884

The opinion of the court was delivered by

Van Syckel, J.

On the 19th of December, 1881, the complainant and defendants entered into a copartnership for the manufacturing of certain articles under two patents owned by Edwards, the latter having one-half interest in the business and each of the other partners one-quarter interest. The partners were to make contributions of the necessary capital for prosecuting the business in proportion to their interest in the firm.

In the articles of copartnership it was stipulated that dissolution of the partnership could only be had by legal proceedings or the mutual division of the territory covered by said patents, according to and in proportion to the interest held; and that on the dissolution of said copartnership, either party might make, in writing, an offer to the others of the price at which he would buy the interest of the others or sell to the others his own interest ; that the other party, within twenty days, should signify his election whether he would buy or sell at the price named, and if •he failed to do so, by notice, in writing, within that time, the party making such offer might, within ten days thereafter, buy or sell, at his own election, according to his offer.

By an agreement, in writing, between the same parties, of even date with the articles of copartnership, it was set forth that Edwards had sold to Braeutigam and Taylor each a one-fourth interest in said patents for the sum of $10,000, to be paid to said Edwards by them as follows: the sum of $2,000 in cash, the further sum of $2,000 in three months from date, the sum of $1,000 in four months from date, and the balance to be paid out of the proceeds of the business, commencing with the business of the second year, and not less than twenty-five per cent, to be paid yearly until the said sum of $5,000 was fully paid.

Subsequently, Edwards invented a new trap and requested Braeutigam to purchase an interest in it, which the latter declined to do. Afterwards the following letter was sent to Braeutigam :

“ Asbuby Park, October 13th, 1882.

“ My Dear Sir — Returning from Philadelphia this evening, I have conferred with Mr. Taylor and find him indisposed to sell his quarter at the price suggested by me to him in my note of Monday evening last, and upon consultation we have concluded to offer you the three undivided quarter interest at the price of five thousand five hundred dollars each, or we will jointly pay you • that sum for your quarter interest. Yours truly,

“ A. Edwards.

“E. C. Braeutigam. D. H. Taylor.”

To this letter Braeutigam replied as follows:

“ Asbury Park, October 17th, 1882.

" Messrs. A. Edwards and D. H. Taylor :

“ Gentlemen — Your proposition, dated October 13th, offering to sell me the three undivided quarter interest for the sum of five thousand five hundred dollars each, or to pay me five thousand five hundred dollars for my quarter interest. I decline to buy your interest, therefore accept your offer to buy my interest at the price stated above. Respectfully,

“ F. O. Braeutigam.”

After this acceptance was communicated to the defendants, the complainants called upon them and demanded payment of the said sum of $5,500, and asked to have the partnership dissolved. Edwards insisted that, according to the terms of the offer, the sum of $2,500 (one-half the sum still due him for the patents) should be deducted from the price agreed to be paid to the complainant, and he therefore refused to pay him more than $3,000 on the adjustment of the matter. Therefore, the complainant filed his bill to compel the defendants to pay him the said sum of $5,500, and for a dissolution of the partnership.

The difficulty arises from the fact' that the dissolution was agreed upon before the commencement of the second year of the partnership business, and both the offer and acceptance are silent as to the mode in which the sum of $5,000 due to Edwards for the patents is to be adjusted.

The proposition of Edwards was to give or take an equal sura. In determining what he meant by the offer, it must be considered that he held a half interest in the firm, with a right to receive and have from the other members the sum of $5,000, the balance of the purchase price for the patents; and they held each a quarter interest, with the obligation resting on them to pay Edwards the said sum out of their share of the proceeds of the business after the first year. It is manifest, therefore, that if Edwards’s offer is construed as a proposition to give the complainant the same sum for his quarter interest that Edwards would take for a like interest, including his interest in the debt due him, it was not an offer to give or take an equal sum, but was an offer to give the complainant $2,500 more for his quarter interest than Edwards would have received for a quarter interest if the complainant had elected to purchase. It is true that Edwards, in his proposition, did not say that the $2 500 due him-from the complainant, out of future proceeds, was to be deducted, and the complainant might therefore well have been led to think that he was to receive the full sum of $5,500; but it is also apparent that Edwards understood it otherwise. It is a case in which the whole subject-matter about which 'the parties dealt,, was not embraced in the offer and acceptance. It was an incompíete bargain; the minds of the parties did not come together; they misapprehended each other, and therefore there is no bargain which equity should enforce.

But if the agreement was to the effect claimed by the complainant, a case of indebtedness suable at law is presented; the transaction, then, is without any equitable feature.

The.decree below should be reversed and the bill dismissed, without costs.

Eor affirmance — Magie, Reed — 2.

For reversal — The Chief-Justice, Depue, Dixon, Knapp, Parker, Scudder, Van Syckel, Clement, Cole, Paterson, Whitaker — 11.