Gideon v. Hinds, No. 53

No. 53 | 2d Cir. | Nov 14, 1916

HOUGH, Circuit Judge

(after stating the facts as above). After what in substance was a hearing on bill and answer, the court below entered a final decree of dismissal, apparently upon the ground that the cause of action was barred by the 10-year limitation, prescribed in Code Civ. Proc. § 388, read in conjunction with section 410.

[ 1 ] An appeal brings up the ultimate question whether the decision appealed from was right or wrong; and if the result was right it is a matter of no moment that the reasons assigned for judgment may have been erroneously stated.

[2] In 1904 Gideon had an option to purchase stock from Hinds “at any time,” which means within a reasonable time. He never sought to exercise that right until 1914, more than 10 years after its creation. Such delays as this have been held fatal in some decisions, by applying the statute of limitations as a measure of reason (Stevens v. McChrystal, 150 F. 85" date_filed="1906-11-30" court="8th Cir." case_name="Stevens v. McChrystal">150 Fed. 85, 80 C. C. A. 39; Waller v. Texas, etc., Co., 229 F. 87" date_filed="1915-12-14" court="2d Cir." case_name="Waller v. Texas & P. Ry. Co.">229 Fed. 87, 143 C. C. A. 363); in others, the words “at any time” have been examined in the light of all the circumstances shown, and a period far less than that of the statuté deemed unreasonable. (Park v. Whitney, 148 Mass. 278, 19 N. E. 161).

There are some facts stated in the bill, persuasive that.it was the intent of all parties to limit this option to three years; but we rest decision on the finding that nothing is pleaded, nor indeed even suggested, justifying or excusing inaction for the time explicitly admitted. It makes no difference whether, under the true construction of the Code provisions cited, the statute begins to run from the date of option created, or the date of demand thereunder; the admitted fact that no attempt to exercise that option was made for upwards of 10 years is proof conclusive that it was not exercised within a feasonable time, and therefore not in-accordance with the true meaning of the contract between the parties.

The decree below is affirmed, with costs.

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