Mas Patent Bottle Corp. v. Cox

Sloan, J., delivered the opinion of the Court. The appellee, Charles T. Cox, filed a bill of complaint against the appellant, the Mas Patent Bottle Corporation, a Maryland corporation, appellant, and Frederick H. Johnson, president and treasurer of the appellant, praying specific performance of a contract which the appellee alleges he had for compensation for the sale of stock of the appellant. Both defendants demurred, and the demurrers were overruled, but only the corporation appealed. The bill alleges that in August, 1931, Frederick Ii.

Johnson, president of the appellant, entered into an oral agreement with the appellee and one Henry H. Reckord, whereby Cox and Reckord agreed to raise the sum of $20,000 in cash, “through the sale of two thousand shares of the Class A preferential stock of the Mas Patent Bottle Corporation of Maryland at ten dollars per1 share, and whereby the said defendant corporation and the said Frederick H. Johnson, its President, agreed that, should the said Charles T. Cox and Henry H. Reckord succeed in raising said sum or any part thereof, that when and as said sum, or any part thereof ¹⁷⁸ should be paid in cash into the hands of the defendants or •either of them * * * the Mas Patent Bottle Corporation and the said Frederick H. Johnson, its President, would immediately pay to the said Charles T. Cox and Henry H. Beckord a sum of money equal to thirty per cent, of the amount of cash realized from such sale, and at the same time would issue, or cause to be issued, to the said Cox and Beckord ten shares of the Class B stock of the Mas Patent Bottle Corporation of Maryland for each share of the Class A preferential stock of the said corporation so sold and paid for”; that, in pursuance “of said oral agreement and contract,” two sales aggregating 300 shares were made for $3,000, and subsequently, on or ¿bout 'September 26th, 1931, “the oral agreement previously entered into by the parties was reduced to writing, and was duly signed by the Mas Patent Bottle Corporation per Frederick H. Johnson, President and Treasurer, and sealed with the corporate seal of the defendant corporation,” and signed by Cox and Beckord. The appellee alleges that of the cash commissions earned by him there is due and unpaid $71, and that none of the class B stock to which he is entitled under his contract has been issued to him. Beckord does not join in the suit, and the appellee does not know what he has been paid or whether any class B stock was issued to him. The bill then prays an injunction to restrain the appellant from transferring or disposing of the 1,500 shares of class B stock which the appellee claims, or from disbursing/or expending any cash found to- be due him,