HICKS V. BUSH
10 N.Y.2d 488 (1962)
NATURE OF THE CASE: Hicks (P) contested a judgment for Bush (D), which was affirmed by
the Appellate Division, in P's breach of contract action arising from an attempted corporate
merger.
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.
ISSUE:
RULE OF LAW:
HOLDING AND DECISION:
LEGAL ANALYSIS:
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