22 Minn. 449 | Minn. | 1876
It is conceded that the contract sued on was a parol contract, no part of'which was reduced to writing, or signed by either party. It follows that if by its terms it was not to be performed within one year from the making thereof, it was within the statute of frauds, and no action can be maintained upon it to recover damages for a breach of any of its obligations. Gen. St. ch. 41, § 6. In other words, if the contract was an entirety, and was necessarily to continue in force for a period of time extending beyond the prescribed year, so that its obligations could not be performed within that year, then it was void under the statute. If, however, beginning within the year, it was to continue in force for an indefinite period of time, with the right to either party to terminate it at any moment before the expiration of such year, and its obligations were of such a character that they could all be performed within that period, without contravening any of its terms, then it
No question seems to have been made on the trial but that the establishment and maintenance of the commercial agency mentioned in the complaint, whatever it was, was ■exclusively within the control of the defendant, and subject to his will, nor does it seem to have been controverted but that the complaint was sufficiently specific in its averments to allow proof of such fact, as well as of the fact that the contract contemplated the maintenance of such an agency, and the prosecution of the business connected therewith, after the opening of the office, for the time and upon the terms mentioned in the complaint. Under these circumstances the court had the right to construe the contract set out in the complaint in the light of these assumed facts.
Thus regarded, the court was, perhaps, warranted in holding that the contract declared on was one for the establishment of the agency at the place indicated; the plaintiff on his part agreeing to procure the requisite subscribers, and, upon being furnished by defendant with the necessary authority, and the books and stationery therefor, at their joint expense, to open the office on July 1, 1874, and thereafter to conduct the business of the agency, upon the terms specified, so long as it might continue; and the defendant on his part agreeing to give such authority, and to furnish such necessary books and stationery in time to open the office; and that such contract was to continue in existence, after the office was opened, during the pleasure of the parties, with the right to either to terminate it at any moment. Such a contract, even though resting in parol, would not be invalid by reason of anything in the statute of frauds, because by its terms it was not necessarily to continue beyond a year.
Upon the trial, however, the plaintiff, in proving the contract, established, as facts uncontroverted, that the contract in question was completed on June 6, 1874, and that it was
Order reversed and new trial granted.