206 Mass. 401 | Mass. | 1910
This case comes before us on a reservation
The facts of the case are these: In September, 1908, the plaintiff was approached by one Ferine to buy stock in the defendant corporation. She thought well of the investment so far as its intrinsic merits were concerned. But she wanted an investment which could be readily sold on the market. To overcome this objection on the part of the plaintiff, Ferine promised that if the plaintiff would buy the stock the defendant corporation would agree to resell the shares' taken by her, at a price to “ net” her $110 per share, within thirty days after receipt of her order to sell. To this the plaintiff assented but insisted that the agreement should be put in writing. In consequence of that agreement Ferine produced a letter written on what purported to be the paper of the defendant corporation, headed with its name and the names of its president, secretary, treasurer, and “ Fiscal Agent.” This letter was signed by “ C. M. Rogers.” The name “ C. M. Rogers ” appeared on the letter head of the letter in question as “Fiscal Agent” of the defendant corporation. We are of opinion as matter of construction that this letter purported to be the un
It was agreed “ that the said Ferine and the said Rogers were both acting in good faith in connection with the sale of the stock to the plaintiff, Mrs. Mary C. Dennette, as herein-above set forth, and that the writing, except for the signature, was the same as, or similar to, others which had been previously issued by the defendant company and signed by its officers on other and prior sales of the stock of the defendant company.”
It was also agreed that the president and secretary and treasurer of the defendant company would “ testify that they had no knowledge of the transactions hereinbefore referred to until June 24,1909, and that they know of no authority ever having been given to the said Rogers to execute on behalf of the company any agreement for the re-sale of the stock.”
The bill is a bill for a rescission of the contract made on September 29, 1908, on the ground that it now appears that it was made on terms on which the defendant’s agent had no authority to contract. The facts of the case bring it within
The defendant has urged in support of its demurrer that the allegation of the bill is that the promise contained in the letter of September 29, 1908, was made by an agent of the defendant corporation in the course of his employment, and if that be so this case is not within Rackemann v. Riverbank Improvement Co. This is also relied on by the defendant in support of its contention that there was a variance between the allegation and the proof. The allegation relied on by the defendant in this connection is found. in the first paragraph of the bill of complaint and is in these words: “ The defendant company employed an agent to sell its treasury stock, and said agent in the course of said employment on or about September 29, 1908, in order to induce the plaintiff to buy some of said, stock, promised, on behalf of the said defendant company,”
The defendant has also argued that the plaintiff has an adequate remedy at law. But that is not so. A court of law cannot compel the defendant to strike out the plaintiff’s name from its list of stockholders.
The plaintiff is entitled to a decree directing the defendant to pay to the plaintiff, upon her surrendering her certificate of
So ordered.
The case was submitted on briefs.
By Richardson, J.
The above quotation appeared in the first paragraph of the bill. In the third paragraph was the following: “That the said defendant company has neglected and refused during the thirty days immediately following said July 8, 1909, to sell said stock for the said plaintiff, and still refuses and neglects so to do, and has further denied that it had ever made any agreement to re-sell said stock to net the plaintiff $110 per share within thirty days after receipt of her order so to sell, and has repudiated said agent’s contract or promise that the company would so do.”