White v. Randall

Feb 28, 1891
Reporters:
, ,
Before:
Field
Field, C. J.

We think that the construction given by the presiding justice of the Superior Court to ‍​​​‌​​​​​‌‌​​​‌​‌‌​​​​​‌​​‌​‌​‌‌​​​‌‌​‌‌​​‌‌​‌​​​‌‌‌‌​‌‌‌​​​‌‌​​​​‌‌‌‌​​​‌​​​​​​​​‌​‌‌​‌‌​​​‌​​​‍the written agreement declared on was correct. The defendant had the option either to pay to the plaintiff for the .assignment of his interest in the seller’s patent, $1,500, and to make ‍​​​‌​​​​​‌‌​​​‌​‌‌​​​​​‌​​‌​‌​‌‌​​​‌‌​‌‌​​‌‌​‌​​​‌‌‌‌​‌‌‌​​​‌‌​​​​‌‌‌‌​​​‌​​​​​​​​‌​‌‌​‌‌​​​‌​​​‍over to him $50,000 of the *396capital stock of a company to be formed, or to pay him $5,000; but the defendant promised to do one or the other only “ after a ‍​​​‌​​​​​‌‌​​​‌​‌‌​​​​​‌​​‌​‌​‌‌​​​‌‌​‌‌​​‌‌​‌​​​‌‌‌‌​‌‌‌​​​‌‌​​​​‌‌‌‌​​​‌​​​​​​​​‌​‌‌​‌‌​​​‌​​​‍full and complete test has been made of aforesaid named invention, and the same proves entirely satisfactory to me, and a stock company has been formed as the result of said invention.” ‍​​​‌​​​​​‌‌​​​‌​‌‌​​​​​‌​​‌​‌​‌‌​​​‌‌​‌‌​​‌‌​‌​​​‌‌‌‌​‌‌‌​​​‌‌​​​​‌‌‌‌​​​‌​​​​​​​​‌​‌‌​‌‌​​​‌​​​‍Even if the formation of the stock company was not a condition precedent to the performance of the promise to pay $5,000, if the defendant elected to pay $5,000, yet we think ‍​​​‌​​​​​‌‌​​​‌​‌‌​​​​​‌​​‌​‌​‌‌​​​‌‌​‌‌​​‌‌​‌​​​‌‌‌‌​‌‌‌​​​‌‌​​​​‌‌‌‌​​​‌​​​​​​​​‌​‌‌​‌‌​​​‌​​​‍that the other provisions we have cited were conditions precedent to the performance of that promise. Exceptions overruled.