Brooks v. Hargreaves

21 Mich. 254, 1870 Mich. LEXIS 93

• Court: Michigan Supreme Court
• Decided: July 12, 1870
• Status: Published

Opinion

Campbell, Ch. J.

The present case involves only the determination of the question whether the claim sued on is in law a promissory note. It is as follows:

“$583.00. Detroit, Mich., Dec. 24, 1867.

“ One year after date, for value received, we promise to pay to Joseph Smith, or bearer, five hundred and eighty-three dollars, with interest, — this is to be paid when any dividends shall be declared on such shares as Joseph Smith has been holding heretofore in the Agricultural and Broom Handle Manufacturing Company of Trenton, Mich.

“(Signed) Geo. Hargreaves & Bro.”

(30 cents Revenue Stamp,

Canceled.)

The note, with another of the same tenor, except that it began with the words “two years after date,” was given for the purchase price of the shares of stock referred to, and no dividends have ever been declared since the notes were given.

It is somewhat difficult to determine the precise meaning of this instrument. When read in the light of the circumstances referred to, it would appear as if it was intended to give credit for one and two years, and to require no payment at all until, by yielding some dividend, the stock sold should be found to have some real value. And such I think is the natural meaning of the language used.

If it does not mean this, then, as claimed by plaintiff, it was payable at all events in one year, but, in case dividends were declared sooner, then it was payable at once upon such declaration. This construction would make both notes payable together, and, however small the dividend, might require both to be paid at any time, however short the interval, after their date, so long as a dividend should be declared. It is hardly possible that such a meaning could have been thought of.

But either of these constructions renders the time of payment uncertain. If in any contingency the note could be demanded within the year, it would be as objectionable as if not demandable until beyond the year. The declaration of a dividend is in either case the criterion, and that cannot be rendered certain by any evidence in'advance. It depends entirely on future action by the Company.

As the note on either hypothesis might have become payable at a time wli ich could not be made certain by any attainable means, it cannot be regarded as a promissory note. That must be payable at a time which must certainly 'arrive in the future, upon the happening of some event or the completion of some period not depending on the future volition of any one. The maturity of this instrument was liable to be hastened or postponed 'by the action of the corporation.

As it is possible, upon some further showing, in a suit properly brought, there may be better means of ascertaining the’ equities, we abstain from deciding finally which construction is correct, or whether there may not be some other one still more in accordance with right.

The judgment below was correct and must be affirmed with costs. •

The other Justices concurred.