124 So. 108 | Ala. | 1929
The suit is one to recover damages for breach of contract. The action of the court in sustaining demurrer to count A of the complaint may well be rested upon the assignment taking the point that the pleader failed to allege whether the contract sued upon was verbal or written (Byars v. James,
The demurrer to count B was properly sustained upon the theory the alleged contract was too vague and indefinite upon which a right of action for its breach may be rested. It is essential to a contract that the nature and the extent of its obligations be certain. 13 C. J. 266. "It is elementary in the law that, for the validity of a contract, the * * * agreement of the parties to it must be certain and explicit, and that their full intention may be ascertained to a reasonable degree of certainty. Their agreement must be neither vague nor indefinite." Butler v. Kemmerer,
Plaintiff was to organize a corporation, its size and capital stock undetermined, and engage in mining operations under an indefinite lease, and pay undetermined royalties. Upon what scale it is to be carried on is left wholly uncertain, and, as held in Erwin Williams v. Erwin,
Counts C and D are subject to the same vices inhering in count B. It was attempted, however, in these counts, to remedy some of the uncertainties of the contract, which was oral, by averment that the corporation to be organized, and the terms and conditions of the lease, were to be such as would be mutually agreed upon by plaintiff and one Julian Adler. We recognize the rule that a valid contract may be conditioned upon the happening of an event, even though the event may depend upon the will of the party who afterwards seeks to avoid its obligation. Scott v. Lumber Co., supra; Electric Lighting Co. v. Elder,
As to count D it further appears that defendant was to accept a transfer of plaintiff's leases or his interest therein. This would require the formality for conveyance of land (Brooks v. Cook,
The several counts were subject to the demurrer interposed thereto.
The judgment will accordingly be here affirmed.
Affirmed.
ANDERSON, C. J., and BOULDIN and FOSTER, JJ., concur.