“It is settled by all the decisions on the subject, with none to the contrary, that the findings of fact, made by a referee and approved by the trial judge, are not subject to review on appeal, if they are supported by any competent evidence. Dorsey v. Mining Co., 117 N. C., 60.” Kenney v. Hotel Co., 194 N. C., at p. 45.

*120 “While the courts now assume that covenants are dependent rather than independent, and concurrent on the one hand rather than precedent and subsequent on the other, this rule, like the other rules of modern law on this subject, is merely a guide to aid the court in ascertaining the intention of the parties; and it is not a rigid rule of substantive law. Whether covenants are dependent or independent, and whether they are concurrent on the one hand or precedent and subsequent on the other, depends entirely upon the intention of the parties shown by the entire contract as construed in the light of the circumstances of the case, the nature of the contract, the relation of the parties thereto, and other evidence which is admissible to aid the court in determining the intention of the parties.” Page on The Law of Contracts, Yol. 5 (2 ed.), see. 2948. Stalesville Flour Mills Co. v. Wayne Distributing Co., 171 N. C., 708. Smith v. Smith, 190 N. C., 764. See N. C. Highway Commission v. Rand, 195 N. C., 799.

“While a contract is still executory on both sides, the renunciation of it by one of the parties thereto before the time for performance has arrived, has or may have, important legal consequences. What these consequences are is a question upon some branches of which the courts are practically unanimous; while upon other branches they .are by no means as unanimous as the outward form of some of the statements of the law would lead us to believe.

“Renunciation by one party excuses the other from any further offer to perform, so that the failure of such other party to perform or to tender performance does not give to the party who was originally in default the right to treat the contract as discharged because of such nonperformance; and such failure does not show that the party who was originally not in default and who has omitted to perform further, or to tender performance, has consented to treat such contract as discharged so as to prevent him from enforcing it thereafter, at least by an action for damages or some similar appropriate remedy.” Page on The Law of Contracts, Yol. 5, sec. 2882.

Gaylord v. McCoy, 161 N. C., 685; Headman v. Commissioners, 177 N. C., 261; Rogers v. Piland, 178 N. C., 70; Cunningham v. Long, 186 N. C., 526; Samonds v. Cloninqer, 189 N. C., 610; Bryant v. Lumber Co., 192 N. C., 607.

“A contract to enter into a future contract must specify all its material and essential terms and leave none to be agreed upon as a result of future negotiations.” Elliott on Contracts, part sec. 175. Edmonson v. Fort, 75 N. C., 404; Elks v. Ins. Co., 159 N. C., 627.

In Edgerton v. Taylor, 184 N. C., at p. 578 it is said: *121 gations arising on the contract, or some legal excuse for a nonperformance thereof, or, if the stipulations are concurrent, bis readiness and ability to perform them. Ducker v. Cochrane, 92 N. C., 597, cited and approved in McCurry v. Purgason, 170 N. C., 468; Tussey v. Owen, 139 N. C., 457”; Colt v. Kimball, 190 N. C., at p. 174; Bryant v. Lumber Co., 192 N. C., 607; Seed Co. v. Jennette Bros., 195 N. C., 173.

*120 “One party to a contract cannot maintain an action for its breach without averring and proving a performance of his own antecedent obli-

*121 We give the general principles of law bearing on the facts in the present action. Let us analyze the contract as a whole — several material matters were left open: (1) No time is specified for the payment by defendant of the $27,500 note. What is a reasonable time? See Colt v. Kimball, 190 N. C., at p. 174. The security is indefinite and uncertain. (2) The person who was to hold the two shares of stock would hold the balance of power between the plaintiff and defendant. His vote would be sufficient to carry or defeat any proposition. The three are to compose all the stockholders. (3) The agreement was to sell 249 shares of stock with capital stock of $50,000, whereas the stock actually issued was $45,000, and the agreement was to increase it to $50,000.

The transactions and arrangements set forth in the contract "shall be fully closed up” . . . “on or before 25 December, 192L” At the time plaintiff notified defendant, which was before 25 December, 1924, that he had the 249 shares of stock and was ready to deliver it to him, other essential matters were in fieri — incomplete. Plaintiff at the time had only 300 shares. If defendant had taken same when tendered plaintiff would have had only one share. The Gf. M. Tilghman share, plaintiff testified, was available and “could have gotten the 150 shares from Mr. Tilghman any time I called for it by relieving him of his endorsement for the General Utility Company.” On 25 December the endorsement amounted to about $20,000. This had to be paid by plaintiff. The contract with defendant was to make a note for the $27,500, with security — $22,500 of that uncertain security had to be realized on and used in the business of the company. Construing the contract as a whole — considering its purpose, the method of control of the stock between the parties — the essential matters in fieri — we cannot hold that plaintiff was ready and able to perform his part of the contract. We do not think there is any evidence of renunciation on the part of defendant before the time limit for the performance of contract had arrived.

Taking in consideration the entire contract, its incompleteness in certain particulars, how the corporation should be controlled, the nature and purpose of the contract, we see no error in the judgment of the court below. We think under the facts and circumstances of the case there was sufficient evidence to support the findings of fact. There is no error in law. The judgment of the court below is

Affirmed.