Lindsay-Field

Introduction

Defendants are members of the Naevus Syndicate which owned a stallion named Naevus, retired from racing to stud. Plaintiffs are Australian horse breeders and their joint venturer, who negotiated an agreement with the manager of the Naevus Syndicate to have Naevus transported to Australia to breed with mares there during the Southern Hemisphere breeding season. At a meeting of the Naevus Syndicate called for the purpose of approving or disapproving the proposed contract, it was voted down. Plaintiffs brought this action for breach of contract, contending that the contract negotiated with the syndicate manager was binding on the members despite its rejection at the members’ meeting. A jury by special verdict awarded a judgment in favor of plaintiffs, against only those syndicate members who, prior to the syndicate meeting, indicated approval of the proposal in a poll conducted by the manager. The verdict awarded damages totaling $400,000, which the trial court divided into portions against the defendants severally, based on their respective ownership interests.

On defendants’ cross-appeal from the judgment, we reverse, agreeing with defendants that the…