Alice E. Pray, Respondent, v. New York State National Bank, Albany, Appellant

Alice E. Pray, Respondent, v. New York State National Bank, Albany, Appellant. Equity — contract— reformation. Appeal by the defendant from a judgment of the Supreme Court, entered in the office of the clerk of the county of Albany on the 19th day of October, 1910, upon a decision of the court, certain questions having been submitted to a jury, and also, from orders made in said action and entered in said clerk’s office on the 18th day of March, 1911. [MAJORITY — Lyon, J.:] Lyon, J.: This is an appeal from a judgment entered upon the decision of Justice Howard, rendered, at the Albany Trial Term held in March, 1910. The action was brought to reform an agreement dated December 33, 1904, transferring to the defendant certain shares of stock in the C. P. Easton corporation, and to have such transfer, which was absolute on its face, declared to be void and setting the same aside. The court submitted to the jury as questions of fact: First. “Did Alice E. Pray comprehend and understand the document of December 33d, 1904, at the time she signed it?” To this question the jury answer, “Ho.” Second. “Did Alice E. Pray understand, at the time she signed the document of December 23d, 1904, that she was transferring her stock to the bank absolutely ? ” To this question the j ury answer, “Ho." Third. “Did Alice E. Pray, at the time she signed the document of December [23d, 1904, think she was pledging her stock to the bank to secure debts contracted by the firm of C. P. Easton & Co. and the corporation of the same name ? ” To this question the jury answer, “Yes.” Fourth. “Did Alice E. Pray ever receive any consideration from the Hew York State Hational Bank for the transfer of her stock to it by the instrument of December 23d, 1904 ? ” To this question the jury answer, “Ho.” The court adopted the verdict of the jury and rendered its decision, upon which judgment in conformity thereto was entered against the defendant: “ That Alice E. Pray, the plaintiff herein, have judgment herein against Hew York State Hational Bank, Albany, the defendant herein, rescinding, annulling, declaring void, and setting aside the transfer by her of 320 shares of the preferred capital stock of the corporation of C. P. Easton & Co. to said defendant, said Hew York State Hational Bank, Albany, on or about the 23d day of December, 1904, and rescinding, annulling, declaring void, and setting aside so much of said contract, or agreement, bearing date December 23d, 1904, as relates to the transfer by said Alice E. Pray to said Hew York State Hational Bank, Albany, of said 320 shares of capital stock as aforesaid and as hereinbefore adjudged to have been made and entered into between said Alice E. Pray and said Hew York State Hational Bank, Albany." Prom such judgment the defendant appealed to this court. It is evident from the testimony given upon the trial that the negative answer of the jury to the fourth question submitted to them was founded upon a misconception of the evidence, or a misunderstanding of what was necessary to constitute a consideration for the transfer by plaintiff of her stock to the defendant. Such finding is clearly against the evidence. It is plain from reading the record that the affirmative answer of the jury to question “ Third” should have controlled the decision of the court, and that the order for judgment, and the judgment entered thereon, should have provided, instead of as above recited, as follows: “That AliceE. Pray, the plaintiff herein, have judgment against Hew York State Hational Bank, Albany, the defendant herein, that said plaintiff never intended that said transfer of said 320 shares of the preferred capital stock of said corporation of C. P. Easton & Co. to the defendant, or that .the transfer by her of all the shares constituting the capital stock of said corporation of C. P. Easton & Co., held by her, to the defendant, should be absolute and without limitation or equity of redemption and should vest the entire and unqualified title thereto in the said Hew York State Hational Bank, but that said plaintiff did intend, by said contract or agreement, to transfer said shares of stock to the defendant as a further pledge or security for the indebtedness of the firm of C. P. Easton & Co., and of the corporation of C. P. Easton & Co. to said Hew York State National Bank, Albany.” Said judgment as so modified should be affirmed, without costs. All concurred. Judgment modified as per opinion, and as modified unanimously affirmed, without costs.