C. V. JONES AND S. E. JONES
v.
W. P. TOMS
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The Florida Supreme Court affirmed the trial court's judgment that certain memoranda exchanged between the parties were insufficient to satisfy the statute of frauds for a sale of corporate stock, because the correspondence failed to evidence an actual agreement between the parties regarding the essential term of price.
The memoranda were insufficient to satisfy the statute of frauds because they did not evidence that the parties had actually agreed to a contract. Although a preliminary proposal for a 60% sale existed, no agreement was reached on the material term of price when Jones offered to pay cash, as Toms never agreed to the same price for cash as he had proposed for a time-based payment.
“We have examined these letters and have come to the conclusion that they do not evidence the fact that the parties had actually agreed on the sale.”
Establishes the core holding that the memoranda failed to show an actual agreement between the parties
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Join FLexlaw to unlock all legal intelligenceJones and Toms engaged in correspondence regarding the potential sale of a 60% interest in corporate stock. Toms proposed the sale in a letter dated O…
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Final judgment holding plaintiffs’ declaration insufficient is before us for review on writ of error.
The question is whether certain written memorandum is sufficient to comply with the statute of frauds in regard to the sale of corporate stock? The letters are long, much of which is immaterial and would *874serve no useful purpose to recite here. The parties held a conference and thereafter exchanged several letters. We have- examined these letters and have come to the conclusion that they do not evidence the fact that the parties had actually agreed on the sale. The nearest approach that the parties came to a contact was upon the proposal referred to in the defendant’s letter of October 8, 1940, wherein he indicated a proposal to sell a 60% interest of the corporate stock.
As we observe from the correspondence as a whole, the parties contemplated this on a time basis. Thereafter discord developed between the parties and the plaintiffs’ attorney on October 29, 1940, by letter proposed to accept the offer to sell the 60% interest and in his letter of acceptance proposed to state the terms of payment. The defendant countered that the terms were not satisfactory nor in accordance with the previous conference. Thereupon plaintiff by letter accepted the 60% offer and agreed to pay cash. It did seem that when plaintiff offered to pay cash he had met the requirements of the defendant but we are unable to find where the defendant at any time offered to sell 60% interest for cash, at the same price which he offered it on terms. We can well understand that due to tax problems the defendant could afford to sell his property on a term basis for less than for cash. This matter of cash price was for the parties to settle for themselves and it appears to us from a study of the entire record that the negotiation of the parties never proceeded beyond the point of negotiation. That conclusion haying, bpen reached it. is unnecessary for us to determine whether the writing was sufficiently comprehensive. The lay requires that for the *875memorandum to be sufficient it must satisfactorily show that a contract has actually been made.
The judgment is affirmed.
BROWN, C. J., WHITFIELD and BUFORD, JJ., concur.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
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Bullock v. Harwick, 158 Fla. 834 (Fla. 1947)…contract, for there must be not only a proposal but an acceptance, and, so long as the proposal was not acceded to, it is binding on neither party and may be retracted. Webster Lumber Co. v. Lincoln, 94 Fla. 1097, 115 So. 498; Jones et al. v. Toms, 150 Fla. 873, 9 So. (2) 96; 17 C.J.S. 378, 395; Morgan v. Patillo, 24 Fed. (2) 204. Therefore we hold that it was not clearly established that there was a definite acceptance by the vendee on September 24th and that the offer was effectually withdrawn by the ac…
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Brandt v. Shane, 157 Fla. 848 (Fla. 1946)…The case turned upon other questions. Here there was no contract which met the requirements of the statute. “The law requires that for the memorandum to be sufcient it must satisfactorily show that a contract has actually been made.” Jones v. Toms, 150 Fla. 873, 9 So. (2nd) 96. [*851] If there is any doubt as to the existence of a contract, specific performance will not be granted. Florida Bank & Trust Co. v. Field, 157 Fla. 261, 25 So. (2nd) 663. See also in this general connection Rundel v. Gordon, 92 F…
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Frumkes v. Classman, 123 So. 2d 478 (Fla. 3d DCA 1960)…PER CURIAM. Affirmed. See Brandt v. Shane, 157 Fla. 848, 27 So. 2d 161; Jones v. Toms, 150 Fla. 873, 9 So. 2d 96; § 725.02, Fla.Stat., F.S.A. HORTON, C. J., and PEARSON and CARROLL, CHAS., JJ., concur.…
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