SCHLEIN v. GAIROARD

1. An option is a continuing offer upon a sufficient consideration. So long as it remains unaccepted it is a unilateral writing lacking the mutual elements of a contract, but when accepted an executory contract arises mutually binding upon the parties.

2. The distinguishing characteristic of an option is that it imposes no binding obligation upon the person holding the option, aside from the consideration for the offer; but when the option, i.e., the continuing offer is accepted, it ceases to be an option and becomes a mutually binding agreement of sale.

3. Where several instruments are made as part of one transaction relating to the same subject-matter, they may be read together as one instrument, and the recitals in one may be explained or limited by reference to the other; and this rule obtains even when the parties are not the same, if the several instruments were known to all the parties and were delivered at the same time to accomplish an agreed purpose.

4. Plaintiff sued on an agreement of guaranty whereby defendant agreed that "during the existence of a certain option agreement" he would guarantee to plaintiff's assignor the payment of a certain weekly salary. The option was to run for 18 months, and provided that should it be exercised payment under the sales agreement should be made in installments covering a period of years. Held, that the period contemplated by the phrase, "during the existence of a certain option agreement," ended upon the acceptance of the continuing offer comprehended in the option which then ripened into a mutually binding agreement of sale, which occurred when the first installment of the purchase price was paid.

PER CURIAM.

Save as presently stated, the judgment under review will be affirmed, for the reasons expressed in the memorandum delivered by Circuit Court Judge Ackerson.

In reaching the stated result, we do not, under the circumstances exhibited, find it necessary to express, and we do not express, any opinion as to whether respondent did or did not have the right to pay the full purchase price ($25,000) for the stock at any time he elected without waiting to pay it, as provided, in installments, or whether respondent did or did not have the right (had he asserted it) to accelerate the payment of the agreed installments of the purchase price.

Judgment is affirmed, with costs.

For affirmance — THE CHANCELLOR, CHIEF JUSTICE, PARKER, CASE, BODINE, DONGES, HEHER, PERSKIE, PORTER, COLIE, DEAR, WELLS, WOLFSKEIL, RAFFERTY, HAGUE, THOMPSON, JJ. 16.

For reversal — None.