Guernsey v. Cook

117 Mass. 548, 1875 Mass. LEXIS 289

• Court: Massachusetts Supreme Judicial Court
• Decided: May 14, 1875
• Status: Published

Opinion

Morton, J.

We are of opinion that the instrument declared on is the contract of the defendant personally and not of the India Company. It is not executed so as to bind the company. It is signed by Cook, without any addition indicating that he was acting as an officer or agent of the company. The fact that the contract is in form a personal promise of Cook is very strong, if not conclusive, evidence that it was intended that he should be bound by it. Simonds v. Heard, 28 Pick. 120. Morell v. Codding, 4 Allen, 403. Fullam v. West Brookfield, 9 Allen, 1. But the terms of the contract show that such was the intention of the parties. The principal stipulations of the contract, as to the plaintiff’s purchase of one hundred shares of the stock of the company, as to the terms upon which it was to be reconveyed to Cook and Beebe if the plaintiff should cease to be treasurer, and as to his rights in any proposed sale of stock, are all mat ters which do not concern the company, and in which Cook and Beebe alone are interested. To hold the company bound by promises in which it has no interest, there ought to be unequivocal evidence that such was the intention of the contracting parties.

It was competent for the plaintiff, for the purpose of aiding in the construction of the contract, to show by paroi the relations of Cook and Beebe and the plaintiff to the company and to each other. The fact that Cook and Beebe, before they sold the hundred shares to the plaintiff, owned more than half of the capital stock of the company, tends to explain the provisions of the contract, as to the services of the plaintiff as treasurer, consistently with the theory that it was understood to be the per sonal contract of Cook.

After the sale, Cook, Beebe and the plaintiff, who alone are interested in the main subject matter of the contract, had the control of the corporation. The whole arrangement as to the plaintiff’s buying and holding the stock was based upon .the condition that he was to be the treasurer of the company. This was t matter within the control of Cook and Beebe, and it is not unnatural or surprising that Cook, who plainly acted for Beebe as well as for himself, should enter into the agreements contained in the contract as to the plaintiff’s being treasurer, as an inducement to him to make the contract. Under these circumstances, the facts that these stipulations, in which the company are interested, are embodied in the contract, and that Cook in the opening sentence of the contract is described as “ president and representing the India Company,” do not tend very strongly to overcome the presumption that the parties understood this to be the personal contract of Cook, afforded by the form of the contract, ancl the fact that the main subject matter concerned Cook and Beebe alone and not the company.

Case to stand for trial.