172 Wis. 568 | Wis. | 1920
Plaintiff’s evidence tended to show these facts: That on November 20, 1919,-the plaintiff, who was then owner of a controlling interest in the Janesville News
Jones testified that on November 20, 1919, he had a talk with defendants at about 9 o’clock in the evening and that “they stated that there would be no further trouble with Mahoney; that they had bought him out; witness said he was glad of it; they said they had paid him $7,000 and that 'witness would have no further trouble with Mahoney, and that witness should go on and run the paper for. the best interest of the News.” It appears that Jones remained in charge and ran the paper after that. Both of the defend
In view of the provisions of sec. 1751, Stats., providing that “The capital stock of every corporation, divided into shares, shall be deemed personal property,” and of sec. 1751n — 10, providing that “An attempted transfer óf title to a certificate or to- the shares represented thereby without delivery of the certificate shall have the effect of a promise to transfer and the obligation, if any, imposed by such promise shall be determined by the law governing the formation and performance of contracts,” it is clear that the alleged contract in question was one for the sale of personal property and so comes within the statute of frauds (sec. 2308, Stats.), unless taken out by part performance. The evidence, if true, would show that in performance of the contract the plaintiff ceased to act as secretary, treasurer, and general manager, notified the bank arid defendants' that his checking right was transferred to them, and that he took no further part in the management of the company. It would likewise show that defendants made J. E. Jones general manager in place of plaintiff and suffered him to check against the corporate funds in the bank; that they attempted to sell some of the corporate assets; and that they with Jones controlled the company thereafter.
In view of the nature of the subject matter sold it is difficult to see what more could have been done to perform the contract. The certificates of stock weré not printed so could not be delivered. Possession of the thing sold was taken by the defendants through Jones, which was mutually consented to by both parties. That is a sufficient delivery and acceptance in law. 25 Ruling Case Law, 620 et seq. The nature of the subject matter of the sale in-this case did not permit of a manual delivery, but delivery so far as possible was made by plaintiff stepping out and the defend
Letters passing between the parties after the contract is alleged to. have been made and prior to the commencement of the action stating the claims of the parties as to the existence of the contract and its contents should have been received in evidence as tending to show the claims or admissions by sile'nce or failure of denial of the parties. Kimball v. Post, 44 Wis. 471; Hinton v. Wells, 45 Wis. 268; Murphey v. Gates, 81 Wis. 370, 51 N. W. 573; Moller v. ’ J. L. Gates L. Co. 119 Wis. 548, 97 N. W. 174.
By the Court. — Judgment reversed, and cause remanded for further proceedings according to law.