289 Mass. 399 | Mass. | 1935
This is a bill in equity filed on April 8, 1933, by Frederick I. Curtis, executor of the will of Frederick W. Curtis, deceased. The bill seeks to enforce the obligation of the defendant to carry out its contract with the decedent to pay for his membership share in the defendant corporation, in accordance with the provisions of art. 5 of the defendant’s by-laws and votes of the defendant’s shareholders and directors pursuant thereto. Frederick W. Curtis died on June 2, 1931, and the defendant, at a meeting of its shareholders on May 13, 1932, fixed the price of the share at $3,200, which sum less the agreed deduction ($385) it has offered to pay and is now willing to pay. The part of art. 5 pertinent to the issue, “Is the defendant obligated to pay for the share of a deceased member on the basis of the current ‘fixed’ price obtaining at the date of death, or may the shareholders, after the death of a member, fix a new price which shall govern the amount to be paid?” reads as follows: “Whenever any shareholder desires to sell his share or shares he shall sell the same to the corporation and the corporation shall be obliged to purchase the same within one year. The price payable for each share shall be the price fixed by the shareholders either at a meeting by vote of a majority of all the shareholders or by a written instrument signed by such majority and such price shall remain in effect until a new price shall be fixed in the same manner. Upon the decease of any shareholder the corporation shall be obliged to purchase his share or shares within one year after his death at the price fixed as provided above. From the said price payable either to a shareholder or to the representative of a deceased shareholder shall be deducted such amount on account of the debts obligations and expenses of the corporation theretofore incurred or then accruing as the board of directors shall deem to be just.”
The defendant is a shooting club organized on September 10, 1921, under the provisions of G. L. c. 180. It owns a tract of land in Currituck County, North Carolina, con
The decree must be affirmed. The by-law plainly states that the price fixed shall remain in effect “until a new price shall be fixed in the same manner.” The price in effect at
The defendant corporation seems to have interpreted the by-law in accord with the contention of the plaintiff and the ruling of the court below. At the first meeting of the shareholders in 1922, it was voted to fix the price at $6,000, and thereafter until April 9, 1929, the corporation bought and sold shares at the price fixed at the first meeting. It does not appear that any purchase or sale was then in contemplation. It is a familiar rule that when the interpretation of an instrument is in doubt, and we do not think that this was, the interpretation given by the parties to it is entitled to weight. Crowe v. Bixby, 237 Mass. 249, 253. New York Central Railroad v. Stoneman, 233 Mass. 258, 263. Schurman v. Improved Plastic-Slate Roofing Co. 227 Mass. 129, 131.
Decree affirmed with costs. ■