Elvidge v. Brant
Elvidge v. Brant, 1936 Neb. LEXIS 167 (1936)
Winning Party
A. O. Elvidge and George J. Savage
Key Issue
Breach of Contract
Case Type
CIVIL
Facts
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Plaintiffs were employees in charge of its operation.
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The creamery company owned real estate in Norfolk, with its plant mortgaged to Lincoln Safe Deposit Company, as trustee for bondholders, in the sum of $30,000.
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Plaintiffs performed all of the oral agreement on their part to be performed.
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Plaintiffs have been damaged to the extent of one-fifth of the value of the corporate stock of such corporation, holding title to the property described with available working capital.
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Defendant went into possession of the creamery property about January 1, 1934, subsequently foreclosed and received sheriff’s deed and bill of sale on or about July 19, 1934, and is now the owner in fee simple of all of said property.
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Defendant was a wholesaler of butter and other food products at Reading, Pennsylvania.
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Defendant refused to perfect the corporate organization and perform the oral agreement on or about October 13, 1934.
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Defendant prepared a written instrument executed by plaintiffs and defendant as a memorandum of the oral agreement.
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Defendant orally agreed with plaintiffs to perfect a corporate organization in the event of the acquisition of the creamery property and to sell and convey the property to the corporation in consideration of the issuance of capital stock to him, and, in consideration of $3,000 then paid by plaintiffs and, in the further consideration of their assistance, to issue to them 20 per cent, of the capital stock thereof.
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Defendant negotiated the purchase of the mortgage and bonds for $20,000 with the aid of plaintiffs.
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Golden Star Creamery, Inc. was engaged in the manufacture and distribution of butter and other dairy products at Norfolk.
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Defendant became the owner of all the creamery property in consideration of his agreement to forbear any right to a deficiency judgment against Golden Star Creamery, Inc., or to enforce any rights against its directors and stockholders.
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Defendant commenced the operation of the plant about January 1, 1934.
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Defendant further orally agreed to furnish to the corporation any money necessary for working capital, to be repaid from the earnings of the corporation.
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Key Holdings
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The court did not err in its instructions. Instruction No. 6 required a clear meeting of the minds, and Instruction No. 7 correctly stated the law that an agreement to convey land implies an undertaking to make a good title clear of encumbrance.
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The motion to vacate the decree of foreclosure and order of confirmation, filed during the same term but not acted upon, does not prevent the foreclosure from being considered fully disposed of, as it does not fall within the provisions of section 20-2001, Comp. St. 1929.
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The written memorandum is not clear and unambiguous, and the pleadings and evidence show that the written contract was ambiguous, indefinite, and uncertain. Therefore, the court did not err in receiving oral testimony as to the real contract between the parties.
Citations
Elvidge v. Brant, 1936 Neb. LEXIS 167, 267 N.W. 169, 131 Neb. 1 (1936)
Legal Reasoning
The court reasoned that the written agreement was ambiguous, justifying the admission of parol evidence to determine the true agreement between the parties. The court also found that the instructions to the jury were proper and that the foreclosure was fully disposed of. The court applied the principle that a vendor must convey a title free from encumbrances unless there is a specific provision to the contrary.
Outcome
The judgment of the district court is affirmed.
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