Herron v. Stewart

10 Ohio C.C. (n.s.) 355, 1907 Ohio Misc. LEXIS 293

Opinion

Jelke, J.

The parties evidently thought they were making a contract, a bi-lateral agreement, something of business significance, and intended that it would be mutually obligatory and enforceable. It does not read like a one-sided undertaking of benevolence. There is no “ charity ’ ’ about it.

Has that which they reduced to writing and acted upon, the essentials of a legal contract? Neither George Stewart nor Johnson are bound to stay or pay. When everything was executory there was no mutuality.

As a business proposition what was Stewart, Sr., driving at? He wanted these young men to continue in the company’s employ. If they did so continue, he recognized that their services were worth to 'the company and to him, its largest shareholder, something over and above their respective salaries. When they had entered upon the employment and under this contract, at the end of the first day’s work had they done something to and for Stewart, Sr., which he recognized as of value and which would be to him a price paid by these young men wherefore they could have the right to exercise these options? It seems to me they had.

With rare subtility this writing was framed to secure in an accumulating degree that which Stewart, Sr., wanted, i. e., the loyalty and zeal of these young men. The longer they stayed, the harder they worked, the more successful their efforts, the more strongly were they cemented to the company and to him, and if they must leave the more potent the inducement to buy,

These are the things which operated upon the mind of Stewart, Sr., and at the end of the first day’s work he had received an installment on account of the consideration for the options.

It is not for us to weigh this consideration if we find from the writing it was to the mind of Stewart, Sr., the moving consideration.

I incline to the opinion that the executed consideration supporting the Johnson and Stewart shares will likewise serve as to the Gatch shares, but on this point I am willing to yield to my colleagues.

Herron, Gatch, Herron & James and John W. Warrington, for plaintiffs in error. Maxwell & Ramsey, for defendants in error.

As to the uncertainty.of time the law will “annex” a “reasonable time.”