Agar v. Orda

190 N.E. 479 · New York Court of Appeals · 1934

Facts

A seller sued to recover the purchase price of 200 shares of stock after the buyer refused to accept delivery of the certificates under an executory contract. The lower court dismissed the action, leading to this appeal.

Issue

Can a seller maintain an action for the purchase price of stock certificates when the buyer refuses delivery and title has not passed, considering the Sales Act's provisions regarding 'goods'?

Holding

No, the seller cannot maintain an action for the purchase price; the dismissal of the action is affirmed. The seller's remedy is an action for damages.

Rule

The principles of the Sales Act, which generally limit a seller's action for the price to situations where title to 'goods' has passed, apply by analogy to sales of stock certificates. When a buyer refuses delivery of stock certificates and title has not passed, the seller's remedy is for damages, not the full purchase price.

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Case brief last reviewed 2026-04-02. Prepared by CaseReader from the published opinion.