## Facts

- Charles G. Grubb negotiated to sell all stock of the Pittsburgh Fuse Manufacturing Company to E.I. Du Pont de Nemours Powder Company.
- On July 20, 1908, Du Pont’s president wrote Grubb that if the acquisition closed and, after Du Pont had the property for one year, Du Pont judged the property worth $175,000 under specified operating assumptions, Du Pont would pay Grubb an additional $25,000 in Du Pont securities (type at Du Pont’s election).
- On July 24, 1908, the parties executed a formal agreement under which Du Pont paid Grubb $75,000 in preferred stock and $75,000 in common stock in exchange for all Pittsburgh Fuse stock.
- Grubb delivered the Fuse Company stock; Du Pont transferred its stock and operated the plant for about six months.
- Du Pont then sold the plant to others, who dismantled it, so Du Pont did not keep or operate the property for the full year mentioned in the July 20 letter.
- After Grubb’s death, his assignee (Schlottman) sued Du Pont, treating the July 20 letter and July 24 agreement as a single contract and alleging Du Pont wrongfully prevented the one-year test; both sides sought directed verdicts.
- The district court directed a verdict for Schlottman for $25,000; Du Pont appealed.

## Issues

1. Whether the July 20 letter was an unenforceable separate agreement under the statute of frauds, or whether it could be read together with the July 24 written agreement as one contract supported by the same consideration.
2. Whether Du Pont’s sale of the plant before one year wrongfully prevented the contractual test condition, making Du Pont liable for the additional $25,000 promised.
3. Whether the proper recovery was the promised $25,000 (or its equivalent) rather than an alternate valuation-based measure.

## Decision

- The Second Circuit affirmed the directed verdict for Schlottman.
- The court treated the July 20 letter and July 24 agreement as parts of a single transaction and read them together as one contract.
- The court rejected Du Pont’s statute-of-frauds defense premised on the letter’s lack of stated consideration and one-year performance reference.
- The court upheld liability based on Du Pont’s disposal of the property before the agreed one-year period, which prevented the contemplated test.
- The court left undisturbed the $25,000 award, corresponding to the contingent additional payment stated in the letter.

## Legal Principles

- Multiple writings relating to the same transaction may be construed together to form a single contract, including for statute-of-frauds analysis.
- When integrated writings show the transaction and consideration as a whole, an individual document’s failure to restate consideration does not alone defeat enforcement.
- A party may not rely on the nonoccurrence of a condition if that party’s own conduct prevented the condition from occurring.
- Where a promisor prevents the agreed condition that would determine an additional payment, the promisee may recover the contract amount tied to that condition.

## Conclusion

The court enforced a contingent-payment promise contained in a pre-closing letter by construing it with the later written sale agreement and held Du Pont liable for the additional $25,000 because Du Pont’s sale and dismantling of the plant before one year prevented the agreed test on which the payment depended.


E.I. Du Pont de Nemours Powder Co. v. Schlottman, 218 F. 353 (2d Cir. 1914)