McGinn v. American Bank Stationery Co.

Sybert, J., delivered the opinion of the Court. The plaintiff below appeals from a decree granting a motion ¹³² for a summary judgment in favor of the defendants. The appellant had filed an equity suit against the appellees, American Bank Stationery Company and its president, J. Wilford Sheridan, to enforce an alleged contract to sell 100 shares of the corporation’s treasury stock at $50.00 per share. Appellant claims that a contract arose in the following manner.

In. June, 1960 the board of directors of the corporation passed a resolution authorizing the sale of stock “to such persons as may be selected by the President”. At a subsequent meeting of all the salesmen of the corporation, including the appellant, a company official stated that treasury stock was being made available for sale to them, and that if they desired to purchase some’ they should make a written request to the president. The sálesmen were informed that if the requests exceeded the number of shares which the company intended to sell, then the stock would be prorated on the basis of the amount requested.

The appellant subsequently wrote the appellee Sheridan stating that he would like to buy 100 shares at $50.00 each. At a later conference with Sheridan, according to the appellant’s own testimony, Sheridan did not indicate whether the corporation would, sell “100 shares or any amount”. Thereafter the appellant was told that 100 shares would not be made available to him, apparently, because of the large .number of subscriptions, but that he could buy a lesser amount if he so desired. He never requested fewer shafres.

Later the appellant asked Sheridan when he could expect to get the stock and was told that the corporation did not need money at that time but that the appellant would be informed when it did. No note of memorandum of the alleged contract was ever signed. Appellant never tendered payment in any amount because, to use his own words, “how could I, not knowing how much stock I was going to get or when?” The appellees’ principal defense was that the evidence disclosed no contract. We think the summary judgment was properly