Martin Agreement

However, the notice below can be read in such a way that, even if the objection of impossibility is not applicable, an implied provision or condition may nevertheless be included in the contract, i.e. the language of the agreement reveals, taking into account the situation of the parties, the intention not to engage the liability of Star Martin during the extension period, if she had no business to offer him, and therefore no opportunity for his services. Although these provisions were cast in the form of an employment contract, it is clear that, at least as far as the first period was concerned, the contract was little more than a means of paying Martin for the sale. Even if he died during this period, his estate should continue to receive payments. In addition, it is clear that the payment of the additional $12,000 for the extension period depended solely on whether he was alive and able to meet his obligations. By the agreement of October 3, 1946, Martin sold Carter all his star shares for the sum of $105,500, payable in instalments and evidenced by a series of debt securities, the last of which matured on February 1, 1957. These notes contain a power of attorney to confess the verdict. On 1 June 1954, a few days before the end of the first period, Martin indicated in writing that he had exercised the option granted to him by paragraph 5 of the Agreement of 15 November. Star refused payment and *242 the present action was brought. Cross-motions were filed for summary judgment. The court granted Star`s claim.

The procedural judge found that Star`s business continuity was an implicit or constructive condition for Star`s engagement under paragraph 5; That the absence of the activity made it impossible for Star to perform this activity in an excusable manner; and that Star has therefore been relieved of responsibility for payments during the extension period. Martin appeals. *241 On 15 November 1946, star, in accordance with the agreement in paragraph 9, concluded an agreement with Martin in which he recited the facts relating to the sale and essentially provided: the contract of 15 November does nothing more than describe the provisions of paragraph 9 of the Treaty of 3 October. 1946. The $40,000 is payable, whether Martin is alive or dying or is able to render services. Payments made during the extension period are expressly subject to (1) Martin exercising the option and (2) being able to meet his obligations during the period. Advice during the extension period, as in the first period, is only provided upon request at any time if Star wishes such a service; and payments during the extension period, as in the first period, are due “regardless of the volume or value of the services provided by Martin”. Although the provisions relating to the extension period contain certain aspects of an employment contract, they offer, like the provisions relating to the first period, a means of granting Martin additional compensation for the sale of his business. The agreement of 3 October 1946 was able to give rise to a number of appeals and the end is not yet complete.

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