Baldwin v. Egan

Ohio Circuit Courts

Baldwin v. Egan

22 Ohio C.C. Dec. 753

DecidedDecember 7, 1908

StatusPublished

This text of 22 Ohio C.C. Dec. 753 (Baldwin v. Egan) is published on Counsel Stack Legal Research, covering Ohio Circuit Courts primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Baldwin v. Egan, 22 Ohio C.C. Dec. 753 (Ohio Super. Ct. 1908).

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Opinion

CilFFEN, J.

The contract of February 16, 1893, although referring to the purchaser of the real estate by the pronoun “I” is signed by “The Egan Company. Thos. P. Egan, Pres’t,” and is "therefore the contract of the company.

The agreement to pay $30,000 in stock of the J. A. Fay & Egan Company for the real estate and the agreement to repurchase the stock on or before ten years from date at $45,000, constituted one indivisible contract, and was assumed by the J. A. Fay & Egan Company when it purchased the business —assumed and agreed to pay the debts and liabilities of the Egan Company.

The contract could not, although ultra vires, be rescinded without a tender and ultimate reconveyance of the real estate.

The necessities of the company justified the retention of the real estate and a compromise of the pending suits to recover the $45,000 on return of the stock, and in the absence of fraud and bad faith the judgment will be affirmed.

Smith and Swing, JJ., concur.

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CilFFEN, J.

The contract of February 16, 1893, although referring to the purchaser of the real estate by the pronoun “I” is signed by “The Egan Company. Thos. P. Egan, Pres’t,” and is "therefore the contract of the company.

The agreement to pay $30,000 in stock of the J. A. Fay & Egan Company for the real estate and the agreement to repurchase the stock on or before ten years from date at $45,000, constituted one indivisible contract, and was assumed by the J. A. Fay & Egan Company when it purchased the business —assumed and agreed to pay the debts and liabilities of the Egan Company.

The contract could not, although ultra vires, be rescinded without a tender and ultimate reconveyance of the real estate.

The necessities of the company justified the retention of the real estate and a compromise of the pending suits to recover the $45,000 on return of the stock, and in the absence of fraud and bad faith the judgment will be affirmed.

Smith and Swing, JJ., concur.

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Bluebook (online)

22 Ohio C.C. Dec. 753, Counsel Stack Legal Research, https://law.counselstack.com/opinion/baldwin-v-egan-ohiocirct-1908.