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Posted by on June 15, 2021

Defendant stock seller appealed from a judgment of the Superior Court of Humboldt County (California), which was entered in favor of plaintiff stock purchaser in the purchaser’s action based on the refusal of the seller to perform an alleged agreement to sell certain shares of corporate stock. The seller also appealed from the trial court’s order denying his motion for a new trial.


Overview: crc 8.212

The stock purchaser entered into an agreement with the seller to purchase certain shares of corporate stock at a set price for a 30-day period. During that time, the purchaser accepted the agreement, tendered the purchase price, and demanded delivery of the stock. The seller refused to deliver the stock and, instead, sold it to other parties. The purchaser claimed that he was unable to purchase similar shares of stock. The seller filed an answer with defenses, and the jury entered a verdict for the purchaser. On appeal, the court affirmed the judgment and held that even if there were no consideration for the writing initially, upon the purchaser’s acceptance and tender of payment, the contract became complete and binding. The conflicting testimony on the issue of fraud had been resolved in favor of the purchaser, and the court could not interfere with that factual finding by the jury. The court held that the instruction on the measure of damages was appropriate pursuant to Cal. Civ. Code § 3308. The court concluded that whether the purchaser was the real party in interest, in view of the fact that he had assigned his right to purchase the stock, was not a relevant consideration.



The court affirmed the judgment in favor of the stock purchaser in his action for recovery of damages for breach of an agreement by the stock seller. The court also affirmed the denial of the seller’s motion for a new trial.




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