AE Staley Mfg. Co. v. Northern Cooperatives

• Decision Date: 01 July 1948
• Docket Number: No. 13677.,13677.
• Citation: 168 F.2d 892
• Parties: A. E. STALEY MFG. CO. v. NORTHERN COOPERATIVES, Inc.
• Court: U.S. Court of Appeals — Eighth Circuit

168 F.2d 892 (1948)

A. E. STALEY MFG. CO. v. NORTHERN COOPERATIVES, Inc.

No. 13677.

Circuit Court of Appeals, Eighth Circuit.

July 1, 1948.

Edmund T. Montgomery, of Minneapolis, Minn., (Frank A. Janes and Snyder, Gale, Hoke, Richards & Janes, all of Minneapolis, Minn., on the brief), for appellant.

Harold Jordan of St. Paul, Minn. (Charles W. Kennedy and Bradford & Kennedy, all of Wadena, Minn., and Doherty, Rumble, Butler & Mitchell, of St. Paul, Minn., on the brief), for appellee.

Before GARDNER, WOODROUGH and COLLET, Circuit Judges.

GARDNER, Circuit Judge.

This was an action brought by the appellant against the appellee to recover damages for the breach of two contracts for the purchase and sale of fifteen carloads of soybean oil meal. The action was tried to the court without a jury and resulted in findings and judgment in favor of the appellee on all the issues. We shall refer to the parties as they were designated in the trial court.

Plaintiff, at all times here material, was engaged in processing and selling soybean oil meal, with its principal place of business at Decatur, Illinois, while defendant was engaged in buying and selling animal feed, with its principal place of business at Wadena, Minnesota. While plaintiff's principal place of business was at Decatur, Illinois, Maney Bros. Mill & Elevator Company, of Minneapolis, Minnesota, at all times material to the issues in this case, was a selling agent and representative of plaintiff authorized to solicit and receive orders for the purchase from plaintiff of its products, which orders were subject to confirmation by plaintiff. This agency is known in the record as Maney Bros., and we shall preserve that designation in this opinion. Before setting out in detail the transactions and negotiations forming the basis of this controversy, we shall first refer to the relations of the parties and the scope and limitations of the authority of the agent as disclosed by the record.

Plaintiff is a member of the National Soybean Processors Association and this association has promulgated certain rules of practice followed by its members in the sale of soybean oil meal, and plaintiff's practice in the sale of soybean oil meal was governed by or subject to these rules. One of these rules provided that, "All sales of Soybean Oil Meal by Members of the Association shall be made under a written contract under the Rules of the Association and shall be signed by both Buyer and Seller."

The appointment of Maney Bros. as agent for plaintiff was the subject of a written contract between plaintiff and its agent. This contract provides, among other things, that, "All sales shall be subject to approval of Staley at Decatur, Illinois." It also contains provision that the representative "shall have no authority to enter into contracts or create or assume any obligations for or in the name of Staley." It also contains provision that the representative agrees to follow the general sales policies of Staley.

The court found, and the evidence shows, that on October 23rd and 24th, 1946, defendant placed with a traveling salesman of Maney Bros., orders for the purchase of fifteen carloads of Staley's soybean oil meal. These orders specified dates for shipment on all fifteen cars, — one car in January, three cars in February, three cars in March, two cars in April, two cars in May, one car in June, one car in July, one car in August, and one car in September. On October 24, defendant mailed to Maney Bros. shipping instructions corresponding to the shipping dates as stated in the orders and these instructions were immediately communicated by Maney Bros. to plaintiff. On the following day Maney Bros. sent to defendant written acknowledgement of the receipt of these orders, stating that they were subject to confirmation by plaintiff. In this acknowledgment by Maney Bros., however, the shipping dates were changed by omitting the January car specified on each order, and adding one car to the February shipment. This change in the dates of shipment of orders was made by Maney Bros. because of information from plaintiff to the effect that all January supplies had been sold. Defendant first received advice of the change in shipping dates when it received the agent's acknowledgment of the orders and it immediately protested both by telephone and by letter. Plaintiff's confirmation of the orders was in the form of two formal printed contracts which contained many conditions of sale not mentioned in the original orders and also contained a schedule of delivery dates which did not correspond with the dates specified in the orders. These contracts were mailed by plaintiff direct to defendant after plaintiff had received defendant's shipping instructions. Immediately upon receipt of these proposed contracts defendant rejected them by letter to plaintiff. The court specifically found and the evidence clearly shows, that the variance in shipping dates specified in defendant's orders and those stated in the acceptance was material and such as to prevent formation of a binding contract. The court found that plaintiff's proposal for the sale of the soybean oil meal as contained in the proposed written contracts was a rejection of defendant's original offer and constituted a counter-offer which defendant never accepted, and that on December 18, 1946, defendant finally withdrew its original orders and that up to that time it had not received from plaintiff "any clear, plain, unconditional acceptance of said orders and had not received from plaintiff confirmation of its shipping instructions in the manner requested."

On this appeal it is contended that the trial court erred in its findings and that it overlooked "two letters from appellant to appellee written in response to appellee's letters pointing out the discrepancy in shipping dates. Appellant agreed that shipments would be made January through September exactly in the manner requested in appellee's shipping instructions." It is argued in effect that the orders as given and the correspondence between the parties with reference thereto in fact constituted the contracts upon which plaintiff was entitled to recover. It should first be noted that in plaintiff's complaint it is alleged that these contracts were entered into in writing on the 23rd and 24th days of October, 1946, and the pleadings indicate that plaintiff relied upon these formal contracts. This is further fortified by the fact that the established practice of the plaintiff required that all sales "shall be made under a written contract under the rules of the Association and shall be signed by both buyer and seller." The formal contracts which plaintiff sent to defendant for execution contain provision, among other things, that the seller would not be responsible for any loss or damage claimed by the buyer because of "strikes, labor troubles, floods, fires, explosions, accidents, shortage of cars, contingencies of transportation, demurrage or storage charges at destination, civil commotion,...