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

218 Fed. 353 (2d Cir. 1914)

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Nature of the Case

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Facts

D agreed to pay Grubb $75,000 of its preferred and $75,000 of its common stock for the whole capital stock of the Pittsburgh Fuse Company. Grubb had been negotiating with T.C. Du Pont, president of D, for the sale of the whole capital stock of the Pittsburgh Fuse Company. Prior to the $150,000 transaction T.C. sent Grubb a letter that if after one year from the sale, T.C. determined Pittsburgh to be worth $175,000 and D was making double tape fuse at $2 per thousand with powder at $3.60 per keg, D would pay an additional $25,000 in stock. D sold the plant after 6 months and it was dismantled. By that time Grubb had assigned his contract to P, P sued D in that the sale after 6 months deprived him of the ability to earn the extra $25,000. P got the verdict and D appealed. P treats the letter and the formal agreement as one contract. D contends that the letter is a separate contract, and, as it is not to be performed within the year, is void under the statute of frauds, because it does not state any consideration.