Strait v. Northwestern Steel & Iron Works

148 Wis. 254 | Wis. | 1912

Siebecker, J.

Tbe defendant contends that the court

erred in holding, as a matter of law, that the negotiations between the plaintiff and the defendant’s president, Mr. Ros-holt, resulted in an agreement whereby defendant obligated itself to pay plaintiff $5¿000 in cash for the $5,000 worth of shares of the defendant’s corporate stock held by him. The contention is based on two grounds: (1) that the negotiations fail to establish any such agreement, and (2) that if such an agreement-was made it was a personal agreement between the plaintiff and Mr. Rosholt, defendant’s president, and hence created no obligation of the defendant corporation. The evidence shows that Mr. Rosholt, the president of the defendant corporation, conducted all the negotiations with the plaintiff through which the defendant acquired the personal property of the plaintiff’s company, upon the terms and conditions under which the defendant accepted and now holds it, and the terms of plaintiff’s employment by defendant. These agreements were approved on defendant’s part and accepted by it. Under these circumstances Rosholt’s authority to act for defendant in all matters embraced in such negotiations cannot be questioned. These transactions establish the fact that Rosholt had authority to contract for a transfer of plaintiff’s personal property to tbe defendant, to employ bim for tbe defendant, and to agree upon tbe terms of tbe transactions, as beld by tbe court. It is clearly shown that defendant accepted and retained tbe fruits of bis negotiations witb tbe plaintiff and fully ratified bis agreements. It must therefore be beld that none of such agreements were tbe personal agreements of Rosbolt and that they were in fact made by him as tbe agent of tbe defendant.

Tbe offer by tbe defendant to purchase plaintiff’s personal property and to employ bim in tbe defendant’s business at $100 per month was accepted by tbe plaintiff “with tbe understanding” that defendant would take plaintiff’s stock “at. par” if tbe plaintiff was to retire from tbe business. This was agreed to by tbe defendant, as evidenced by its answer of February 20, 190 Y, which in effect accepted this offer of plaintiff’s, and to which plaintiff replied affirming tbe agreement and stating that be would move at once. Tbe context of these communications clearly shows that tbe negotiations, resulted in an agreement by tbe defendant to purchase plaintiff’s property, to employ him in its business, and to take tbe corporate stock off bis bands if be should be discharged from, its service. Subsequent events fully corroborate these facts.. It appears that tbe plaintiff, pursuant'to these arrangements, forthwith transported tbe property embraced in this transfer to Eau Claire, that defendant accepted it, and that plaintiff entered into and remained in tbe defendant’s employ until bis discharge about April 1, 1908, tbe year following. Tbe court’s conclusion that tbe evidence showed without dispute that tbe defendant agreed to purchase tbe personal property specified, pay therefor bj transferring to plaintiff $5,000 worth of its corporate stock, and in case plaintiff was discharged from its service to take such stock off bis bands, is fully sustained by tbe record and cannot be disturbed.

It appears that tbe plaintiff, after bis discharge from defendant’s service in April, 1908, offered by letter to return this stock to the defendant and demanded payment of $5,000 in cash therefor. Defendant refused to comply with this request. Plaintiff thereafter and before action was brought tendered to defendant the certificates of stock properly indorsed. Again it refused to accept them, and denied that the defendant company was obligated to receive them. Thereupon this action was commenced to recover the sum of $5,000 under such agreement. At the trial plaintiff again tendered the certificates of stock and defendant persisted in its refusal to accept them. There is no dispute as to plaintiff’s discharge from the defendant’s employ as alleged by him. The question is: To what relief is plaintiff entitled under these facts ? The teirns of the stipulation are in substance that in case of plaintiff’s discharge from defendant’s employ it would take his stock at par. The effect of this is that the defendant obligated itself to take at par the $5,000 worth of its stock held by the plaintiff whenever the contingency of his discharge from its employ happened. Plaintiff has tendered full performance of his obligation and stands ready to comply with its terms by transferring the stock to the defendant. Under these circumstances the plaintiff’s acts are in a legal sense the equivalent of a delivery of the certificates of stock and entitle him to a recovery of the agreed price, namely, $5,000. After plaintiff, by entering defendant’s employ and continuing therein until discharged, had performed his part of the agreement and had tendered a transfer of the stock certificates in compliance therewith, defendant’s refusal to pay for the stock operates as a breach of this part of the agreement. Upon these facts and the circumstances of the transaction plaintiff is entitled to stand upon the agreement as being performed by him and the defendant is obligated to accept the certificates of stock as tendered and pay the plaintiff the amount due for the stock, namely, the sum of $5,000. Thorndike v. Locke, 98 Mass. 340; Pearson v. Mason, 120 Mass. 53; Pratt v. S. Freeman & Sons Mfg. Co. 115 Wis. 648, 92 N. W. 368.

We are satisfied from the record that the court properly dismissed the defendant’s counterclaim for want of evidence to support it.

The judgment is correct as to .amount and proper in form and must stand.

By the CouH. — Judgment affirmed.

,Vinje, J., took no part.