Sullivan v. Huff
| Citation | 24 S.C. 348 |
| Parties | SULLIVAN v. HUFF. |
| Decision Date | 08 March 1886 |
| Court | United States State Supreme Court of South Carolina |
1. Findings of fact by master and Circuit Judge, affirmed.
2. Where parties purchase machinery at public auction, and after full opportunity to examine the property and after an inspection thereof, complete their purchase by executing their bond and mortgage, they cannot afterwards resist foreclosure upon the ground of failure of consideration, nor invoke the principle that a sound price warrants a sound commodity.
Before HUDSON, J., Greenville, April, 1884.
This was an action by William D. Sullivan against P. D. Huff, C A. Parkins, J. H. Latimer, and Hewlet Sullivan, commenced in July, 1883. So much of Master Douthit's report as relates to the matters considered by this court was as follows:
The master, to whom it was referred to hear and determine the issues of law and fact involved in the above entitled cause with leave to report any special matter, begs leave to report that he has held references, and from the evidence adduced and herewith filed, he respectfully submits the following report:
As matters of fact, he finds:
I. That the plaintiff, as assignee of the Sullivan Manufacturing Company, advertised the real estate, the factory, and other appurtenances for sale at public outcry, at Greenville Court House, on Saturday, the 1st day of July, 1882, for one-third cash and the remainder on a credit of twelve months; the credit portion to be secured by bond of the purchaser and a mortgage of the premises. The factory and other buildings to be insured and the policy of insurance to be assigned to the plaintiff. In the advertisement the factory was represented as containing 1,136 frame ring spindles, 316 twister spindles, and 960 mule spindles, with accompanying machinery of modern style, and that there were also 50 four-quarter looms for plain sheetings, which were idle, but in good repair.
II. That the property was sold on the day advertised, and was purchased by the defendants (with the exception of Hewlet Sullivan) for $25,000. The said Hewlet Sullivan, on behalf of the purchasers, in compliance with the terms of sale deposited with the plaintiff $5,000 as security that the terms of sale would be complied with as soon as the titles could be investigated. The keys were then turned over to the purchasers, and they were virtually put in possession. On the following Monday, at the request of the plaintiff, the superintendent of the factory carried Messrs. Huff and Parkins, two of the purchasers, through the factory and showed them all the machinery, and explained to them what belonged to J. H. Sullivan & Co., lessees, which was reserved and excepted at the sale, and on Thursday or Friday following they, in company with their superintendent, were again shown through the factory by G. W. Sullivan, and all the machinery was shown to them. On Friday, the 7th of July, 1882, defendant Sullivan, for the purchasers, paid the balance of the cash portion, and they at once commenced operating the factory, but they did not deliver to the plaintiff their note and mortgage until the 21st day of August, 1882, nor was the deed to the property delivered to them until then. They continued to operate the factory, and made no complaint to the plaintiff about the machinery being defective, or not being as represented in the advertisement, until after their note had become due, and he demanded payment of them. They then claimed that it was defective, but offered to compromise and settle if he would discount, according to their statement, $3,000, and according to his, $2,500, which he refused, and in a few days thereafter instituted this suit.
V. That by mistake the plaintiff advertised eight spindles more than were actually in the factory, which were worth about $24.
VI. That the purchasers operated the factory about thirteen months, and lost during that time between $2,500 and $3,000, exclusive of improvements made by them, which cost from $2,500 to $2,800.
VII. That at the sale of the property, G. W. Sullivan, sr., who was a large stockholder, a large creditor, and former president of the old company, bid $24,000 for it, and before the bidding commenced deposited with the assignee a check for $5,000; and it also appears from his testimony that he intended to make it bring the amount it sold for.
VIII. That when the lessees leased the factory, they found the machinery full of wrought cotton, and when they turned it over to the purchasers, they left it in the same condition; that said cotton was worth $150, and it was not included in the advertisement.
The foregoing are the undisputed facts, and the matters in dispute are whether the spindles, with accompanying machinery, were of modern style, and the looms in good repair, as represented in the advertisement. There is a great deal of testimony on these points, from which it will be seen that there is quite a difference of opinion touching the same, and it is very hard to reconcile, as all of the witnesses are equally entitled to credit as to veracity, so far as the master knows. ***
It must be remembered that this factory was started in 1872, and that constant improvements and modifications have been made in machinery since then, and what might have been considered modern then might not have been considered, technically speaking, modern at the date of the sale; that is, it might not have had all of the latest patents and attachments; still it might have been sufficiently modern to justify the plaintiff to advertise it as such, and the master is inclined to that opinion, as there is a slight preponderance of testimony given to show that it was.
But admitting that it did not strictly come up to the representations made in the advertisement, are the defendants entitled to any discount on...
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