GUSS
v.
NELSON
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The Supreme Court held that a contract containing an option clause with a $500 payment was not a mere option to purchase, but rather an option to return property after a sale, where the defendants retained possession and voting rights in stock subject only to a right of rescission by a specified date. The Court affirmed judgment for the plaintiff, finding that the defendants' failure to return the property by the deadline made their obligation to pay the remaining $4,500 purchase price absolute and binding.
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Mr. Justice Brewer,
after making the foregoing statement, delivered the opinion of the court.
The appeal must be dismissed. Oklahoma City v. McMaster, 196 U. S. 529.
Considering the writ of error, we remark that no rulings were made in respect to the admission or rejection of testimony presenting anything worthy of consideration. No special findings of fact were made by either the-District or Supreme Court, the former finding generally the'issues in favor of the plaintiff and renderirig judgment upon s’úch general finding, and the latter, merely discussing the right of recovery upon the pleadings and such general finding:
Plaintiffs in error contend that this is a mere option contract, and that no liability could attach to them except upon an election to purchase the property, which they never made, but, on the contrary, declined to make, and notified the plaintiff' thereof by letter. They call attention to the clause providing that “ the $500 is to be considered an option,” refer to the fact that there is nothing in the contract in terms mentioning “sale" or “purchase.” There is always danger in applying a generic term to a contract and then subjecting it to the general rules controlling contracts of that nature, irrespective of its special stipulations. While an option is given by the contract, and the price paid for the option is named, yet it contains other clauses which are equally binding and from which liability arises. Option contracts are not all alike. As said in Hunt v. Wyman, 100 Massachusetts, 198, 200, quoted approvingly by this court in Sturm, v. Boker, 150 U. S. 312, 329:
“An option: to purchase if he liked is essentially different from an option to return a purchase if he should not like. In one case the title will not pass until the option is determined;, in the other .the property pásses at once, subject to the right to rescind and return.” • In the contract before us, while an option running until the fourth' of March, 1901, is given, for which $500 is to be paid, the stipulation for such option is fallowed by this: "At that date the above-named parties are to pay to Nelson an additional sum of $4,500 (four thousand five hundred dollars), or in lieu thereof to turn back to said Nelson all the property delivered by him.” Here is an absolute promise on the part of plaintiffs in error to pay an additional sum of $4,500 at a specified date, or in lieu thereof to turn back the property. They did not return the property. The amount to be paid and the time of the payment aré expressly named, and that stipulation in the contract is as significant and binding as any other. It shows that the option given is an option to return, and that if it is not exercised at the time named the sale is complete, and the promise to pay the balance of the purchase price becomes absolute. This construction of the contract is reinforced by the fact that not only was the stock to be delivered to the plaintiffs in error, but also Nelson agreed to give, and did give, his proxy as director in each of the companies, so that the possession of the stock and all the rights which attached to it passed to the plaintiffs in error, to be exercised by them' subject to the right at any time before the fourth of March to return the property. Haskins v. Dern, Supreme Court of Utah, 19 Utah, 89, is directly in point.
We see no error in the ruling of the Supreme Court of Oklahoma, and its judgment is
Affirmed.
Mb. Justice McKenna took no part in the decision of this case.'
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Jacksonville Paper Co. v. The Smith & Winchester Mfg. Co., 147 Fla. 311 (Fla. 1941)…ed which of the above situations was intended, that is, whether the buyer had the option to purchase if he was satisfied with the property or the option to return if dissatisfied. There is a distinct difference between them. Guss, et al., v. Nelson, 200 U. S. 298, 26 S. Ct. 260, 50 L. Ed. 489. In Williston on Sales, Second Edition, Volume 1, page 545, paragraph 270, it is written that “The question is one of fact in every case whether the parties intend to make [*317] approval a condition, without which the…1 / 2
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In re Klein. Kaplan v. Clark, 3 F.2d 375 (2d Cir. 1924)…the parties which were to be available on Monday of every week. It thus appears that a bailment of the merchandise was provided .for with the option in the petitioners to convert it into an actual sale on each Monday. Guss v. Nelson, 200 U. S. 302, 26 S. Ct. 260, 50 L. Ed. 489; Sturm v. Boker, 150 U. S. 312, 14 S. Ct. 99, 37 L. Ed. 1093; In re Schindler (D. C.) 158 F. 458. The fact that the agreement failed to provide that the petitioners should sot the price at which the bankrupt should dispose of the goo…
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Nat'l Live Stock Bank of Chicago v. First Nat'l Bank of Geneseo, 203 U.S. 296 (U.S. 1906)…ng from the Territory of Oklahoma it has been held that the proper way to review the judgments of the Supreme Court of that Territory was by writ of error. Comstock v. Eagleton, 196 U. S. 99; Oklahoma City v. McMaster, 196 U. S. 529; Guss v. Nelson, 200 U. S. 298. Further objection-is. made that the-court below found no facts upon which a review can be had in this court. The foregoing statement disposes of this objection.also, and shows it to be untenable. On the merits, the question arises which of these…
Authorities Cited
- Sturm v. Boker, 150 U.S. 312 (U.S. 1893)
- Stone v. United States, 164 U.S. 380 (U.S. 1896)
- Hecht v. Boughton, 105 U.S. 235 (U.S. 1881)
- Cannon v. Pratt, 99 U.S. 619 (U.S. 1878)
- Okla. City v. McMASTER, 196 U.S. 529 (U.S. 1905)
- Saltonstall v. Birtwell, 150 U.S. 417 (U.S. 1893)
- Thompson v. Ferry, 180 U.S. 484 (U.S. 1901)
- Tex. & Pac. Ry. Co. v. Marlor, 123 U.S. 687 (U.S. 1887)
- Cohn v. Daley, 174 U.S. 539 (U.S. 1899)