Storer v. Ripley

Appellate Division of the Supreme Court of New York

Storer v. Ripley

282 A.D. 950, 125 N.Y.S.2d 339, 1953 N.Y. App. Div. LEXIS 5548

CourtAppellate Division of the Supreme Court of the State of New York

DecidedNovember 9, 1953

StatusPublished

Cited by10 cases

This text of 282 A.D. 950 (Storer v. Ripley) is published on Counsel Stack Legal Research, covering Appellate Division of the Supreme Court of the State of New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Storer v. Ripley, 282 A.D. 950, 125 N.Y.S.2d 339, 1953 N.Y. App. Div. LEXIS 5548 (N.Y. Ct. App. 1953).

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Opinion

Appeal by defendants from a judgment declaring that there was a valid agreement between plaintiff and defendant Ripley providing, among other things, that plaintiff and one Colwell should be directors of Believe It Or Not, Inc., [951]*951as long as the plaintiff or one Millar owned stock in the corporation, and granting plaintiff injunctive and other relief. Judgment unanimously affirmed, with costs. In our opinion, there was sufficient evidence of the oral agreement found by the court. A subsequent written contract did not embody the entire bargain of the parties, and proof of the oral agreement was not barred by the parol evidence rule or by a “merger” clause in the written contract. (Cf. Laskey V. Bubel Corp., 303 N. Y. 69, 71-72, and 3 Williston on Contracts [Rev. ed., 1936], § 811A, notes 1, 2, pp. 2282-2283.) The agreement was not one which, by its terms, did not admit of performance within one year. The stock, the ownership of which measured the obligation to continue the directors in office, could have been disposed of within one year; and the contract was thus possible of performance within that period and so not within the proscription of the Statute of Frauds (Personal Property Law, § 31, subd. 1). (Cf. Nat Nal Service Stations v. Wolf, 304 N. Y. 332.) Defendants’ other contentions have been examined and in our opinion are without merit. Present — Nolan, p. J., Adel, Wenzel, Schmidt and Beldoek, JJ. [See post, p. 1061.]

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Appeal by defendants from a judgment declaring that there was a valid agreement between plaintiff and defendant Ripley providing, among other things, that plaintiff and one Colwell should be directors of Believe It Or Not, Inc., [951]*951as long as the plaintiff or one Millar owned stock in the corporation, and granting plaintiff injunctive and other relief. Judgment unanimously affirmed, with costs. In our opinion, there was sufficient evidence of the oral agreement found by the court. A subsequent written contract did not embody the entire bargain of the parties, and proof of the oral agreement was not barred by the parol evidence rule or by a “merger” clause in the written contract. (Cf. Laskey V. Bubel Corp., 303 N. Y. 69, 71-72, and 3 Williston on Contracts [Rev. ed., 1936], § 811A, notes 1, 2, pp. 2282-2283.) The agreement was not one which, by its terms, did not admit of performance within one year. The stock, the ownership of which measured the obligation to continue the directors in office, could have been disposed of within one year; and the contract was thus possible of performance within that period and so not within the proscription of the Statute of Frauds (Personal Property Law, § 31, subd. 1). (Cf. Nat Nal Service Stations v. Wolf, 304 N. Y. 332.) Defendants’ other contentions have been examined and in our opinion are without merit. Present — Nolan, p. J., Adel, Wenzel, Schmidt and Beldoek, JJ. [See post, p. 1061.]

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Bluebook (online)

282 A.D. 950, 125 N.Y.S.2d 339, 1953 N.Y. App. Div. LEXIS 5548, Counsel Stack Legal Research, https://law.counselstack.com/opinion/storer-v-ripley-nyappdiv-1953.

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