Hicks v. Bush,

10 N.Y.2d 488 (1962)

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Nature of the Case

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Facts

Hicks (P), Bush (D) and others (D) agreed to a merger of their property interests into a holding company. The written contract called for each party to receive an amount of stock for his property. Hicks tendered his property but received no stock. Ds never tendered their properties. The contract terms specified that each party was to have subscribed to the stock within a certain time frame. P brought an action for specific performance. At trial, D introduced parol evidence that the parties understood that the contract was not to become effective until $672,500 in equity had been raised. Because those funds were never raised there was no obligation to D. The trial court dismissed the action; the condition precedent had not been met. P appealed; parol was inadmissible and, if it was, it contradicted the express terms of the contract.