E.I. Du Pont de Nemours Powder Co. v. Schlottman

Facts

On July 24, 1908, T.C. Du Pont (T.C.), the president of E.I. Du Pont Powder Company (Defendant) purchased the capital stock of Pittsburgh Fuse Company (Fuse Company) from Chas. G. Grubb. In return, T.C. paid Grubb $150,000 in Du Pont stock. Prior to the date of the deal, T.C. had written a letter stating that Defendant would pay an additional $25,000 in securities to Grubb if, after one year, T.C. determined the Fuse Company plant was worth $175,000, and Defendant was manufacturing double tape fuse at $2 per thousand with powder at $3.60 per keg. Defendant held the plant for six months before selling it to a purchaser who later dismantled the plant. Schlottman (Plaintiff), Grubb’s assignee, sued Defendant, arguing that, because Defendant sold the plant before one year, Defendant deprived Grubb of the opportunity to receive an additional $25,000 if the conditions described in T.C.’s letter were satisfied after one year. Plaintiff sought the difference between $175,000, the alleged value of the Fuse Company, and $120,000, the market value of the Du Pont stock received by Grubb. Both parties moved for a verdict in their favor. The trial court ruled in favor of Plaintiff.