182 Mass. 171 | Mass. | 1902
The document declared on discloses no signature and does not indicate that a signature by any one other than the plaintiff was contemplated. We assume however that at its date it was at least a paroi offer on the plaintiff’s part. We assume further that at that time the defendant corporation had not been created. This is stated very candidly by the plaintiff and the contrary does not appear from the count. Under such circumstances, if the alleged contract was made at its date the defendant could not be a party to it. Abbott v. Hapgood, 150 Mass. 248, 252. Penn Match Co. v. Hapgood, 141 Mass. 145.
Two possible modes occur to us in which the defendant could be made liable" either on the document or according to its terms. It may be that, construed with reference to the facts, the document was an alternative offer, both to Dean and Shibley to whom it was delivered, and also to the corporation contemplated by it as possibly to be formed. If the words “ It will sell and convey to such new company ” be taken to have addressed the new company when it came into being and if the company then accepted the offer, there is no trouble in holding the latter to the stipulations in the plaintiff’s favor. People's Ferry Co. v. Balch, 8 Gray, 308, 311. On the other hand, if the defendant was not privy to the offer it may have contracted later according to its terms. There are indications that the defendant was not privy to the offer. The consideration mentioned, although partly if not wholly formal, moves from Dean and Shibley only, and this fact tends to restrict the offer to them as the only parties who could enforce the promise. But if this be so, the defendant, although a stranger to the document, still might have accepted the conveyance of the property mentioned with knowl
Judgment affirmed.