Sackett v. Spindler

Facts

Defendant was the owner of a majority of the shares of S & S Newspapers. On July 8, 1961, Defendant entered into a written agreement with Plaintiff where Plaintiff agreed to purchase 6,316 shares of stock in S & S Newspapers. The contract provided for a total purchase price of $85,000 payable as follows: $6,000 on or before July 10, $20,000 on or before July 14, and $59,000 on or before August 15. The contract also obligated Plaintiff to pay interest at the rate of 6 percent on any unpaid balance and for the delivery of the full amount of stock to Plaintiff free of encumbrances when he made his final payment under the contract. Plaintiff paid the initial $6,000 on or before July 10, on July 21 paid an additional $19,800, and on August 10, Plaintiff gave Defendant a check for the $59,200 balance due under the contract. However, Plaintiff’s account had insufficient funds to cover the transaction so the check was never paid. Meanwhile, Defendant acquired the stock owned by the minority shareholders of S & S Newspapers, endorsed the stock certificates, and had given all but 454 shares to Plaintiff’s attorneys to hold in escrow until Plaintiff paid Defendant the $59,200 balance due under the contract. But, on September 1, Defendant reclaimed the stock certificates held by Plaintiff’s attorney. On September 12 Defendant received a telegram from Plaintiff stating that they secured payments for the transaction and were ready, willing, and eager to transfer them. On September 19 the parties had a meeting where Plaintiff made the representation that he would be able to pay Defendant the balance due under the contract by September 22. Defendant also served Plaintiff with a notice stating that unless Plaintiff paid the $59,200 balance due under the contract plus interest by that date, Defendant would not consider completing the sale and would assess damages for Plaintiff’s breach of contract. Plaintiff failed to make any further payments or to communicate with Defendant by September 22. Defendant extended the time for Plaintiff’s performance until September 29. But again, Plaintiff failed to tender the amount owed to Defendant. On October 4, Plaintiff advised Defendant that Plaintiff’s assets were now free as a result of being tied up in a divorce proceeding with his wife and so, he was ready, eager, and willing to proceed to consummate all details of their previously settled sale and purchase. On October 5, Defendant responded stating that as a result of Plaintiff’s delay in performing the contract and his unwillingness to consummate the agreement, there will be no sale and purchase of the stock. Plaintiff responded and offered to pay the balance due under the contract over a period of time through a liquidating trust. Defendant rejected this offer but stated that Defendant was still willing to consummate the sale of the stock provided Plaintiff would pay the balance in cash or its equivalent. However, no tender or offer of cash or its equivalent was made and Plaintiff failed to further communicate with Defendant.