49 So. 238 | Ala. | 1909
This is a bill by the complainant, appellant here,-against the ¡ respóndelat,- Sarah B. Tennille, as'the administratrix of A. St. C. Tennille, deceased, seeking a specific performance of a ’contract entered into.by and between'-the Complainant and- the respondent’s intestate-and one I. S. Stanton. Th'e contract,'specific performance of which is'sought by the'bill, is as follows: “State-of-Alabama,'Montgomery County. ; Whereas, A. S. St. C. Tennille, E. W. Stay, and I. S. Stanton are owners of stock-in the Planters’ Cotton Oil Company, corporation;-and whereas,- it is‘th'e desire-of each party to advance the interest of said corporation and the individual - interest of each other by co-operation 'and otherwise: Now;'therefore, know all men by these presents, that the said A. St. C. Tennille, E. W. Stay, and I. S. Stanton, for and in consideration of the premises; mutual interest "and -protection to 'each other, and the’
The bill as filed against the administratrix of the deceased contracting party, A. St. C. Tennille, is based upon clause No. 2 of the contract set ont. ' The contract, however, in its entirety, is to be looked to and considered. The contract is treated in argument by counsel on both sides as an option contract. The demurrer takes the point that the contract is wanting in mutuality. As a general rule, this is no objection to an option contract, since an. option, until it has been exercised by the party
There can be no question that the contract here sought to be enforced is indefinite and uncertain as to the time when the right of option to purchase would arise. Moreover, if it was capable of being rendered certain and definite as to time, there is no- attempt to do so by any averment in the bill, as to an offer by the respondent to sell the stock, or of any intention on her part to sell the same. This is sufficient to defeat the equity of the present bill, without considering the other question of incompleteness of the contract in a failure to fix a price of the stock, or the means of determining its value, whenever the option to purchase might arise. Both questions
It follows that the decree of the chancellor sustaining the demurrer must be affirmed.
Affirmed.