Aldrich v. Bay State Const. Co.

• Decision Date: 17 October 1904
• Citation: 72 N.E. 53,186 Mass. 489
• Parties: ALDRICH et al. v. BAY STATE CONST. CO.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

186 Mass. 489

72 N.E. 53

ALDRICH et al. v. BAY STATE CONST. CO.

Supreme Judicial Court of Massachusetts, Franklin.

October 17, 1904

COUNSEL

Burt H. Winn, for plaintiffs.

Fredk. L. Greene and Wm. A. Davenport, for defendant.

OPINION

BARKER J.

The plaintiffs, having street railway ties for sale, were called upon by the defendant's purchasing agent, who offered them a price less than they asked, and also offered to pay in stock of either of two railway companies. The defendant admits that the offer of payment in stock was an offer to allow the plaintiffs the choice as to the company whose stock they should take. At the interview, no bargain was made; the purchasing agent going away to ascertain whether the defendant would pay the price asked, and the partner who had acted for the plaintiffs to ascertain whether they would take pay in stock. After a few days the plaintiff on April 20 1903, wrote: 'Mr. Allen and 1 have decided to let you have the electric ties you saw the other morning, at 22c each down to 4 in. face, loaded on the cars at So. Vernon. Will take stock in either the Greenfield & Turners Falls or Deerfield roads. Pleases let me hear at once if this is all right. Respectfully, Allen & Aldrich.' In reply the defendant wrote as follows: 'Your letter relating to ties has been received and I think we can use your ties as per your agreement. Will you kindly let me know where you intend to load these ties and be sure and load them in as large cars as possible and put in full loads. Please ship the first car to Greenfield consigned to the Bay State Construction Company. Yours very truly, Bay State Construction Company.' The ties were delivered without further communication between the parties, and at the trial the defendant agreed that it received them, that they were satisfactory, and that the number of ties and the price stated in the plaintiffs' declaration were correct. On July 6th the plaintiffs went to the defendant's office and, by an oral bargain, sold the defendant more ties at the same rate. Whether on this occasion they told the defendant's purchasing agent that they wanted the Greenfield & Turners Falls stock, and that he replied 'All right,' was in dispute upon the evidence, and also whether on the same occasion the defendant's president said that the letter called for Deerfield stock, and the plaintiffs assented, and told him how to make out the certificate. It was not in dispute that the ties sold on July 6th were delivered, nor that the charges for them in the declaration were correct. Before suit was brought, the defendant sent by mail to the plaintiffs four shares of stock in the Greenfield & Deerfield Railway Company, and a check for $38.02, and the stock and check were returned. After the suit was brought, a legal tender of the stock and of the amount of money for which the check was drawn, with interest and costs, was made, and the stock and money so tendered were duly brought into court, and the tender was pleaded by the defendant as its defense to the action.

At the trial the defendant asked the court to rule that by the letter of April 20th the plaintiffs gave to the defendant the option of delivering either stock. The court refused to give the ruling, and instructed the jury that the letter did not necessarily mean that the option was to be exercised by the defendant. The exception to this refusal to rule, and to the contrary instruction given, raises the principal question in the case.

The defendant contends that, when the true meaning of a written instrument is doubtful, it must be construed most strongly against the person using the doubtful language. This doctrine is sometimes applied in favor of a party who has been misled into advancing money. See Barney v. Newcomb, 9 Cush. 46, 56. But it should be applied only in the last resort when all other rules of construction fail. Boston v. Richardson, 13 Allen, 146. Our first duty is to put ourselves in the place of the parties to the instrument, and then to read it, giving to its words their plain and ordinary meaning in the light of the circumstances, and in view of the subject-matter, the acts of the parties, and their relations to each other. Farnsworth v. Boardman, 131 Mass. 115. The plaintiffs had for sale railway ties, and were asking for them 22 cents apiece. They were not in the business of buying stocks. The defendant was not a stockbroker dealing in options, but a construction company buying ties, and offering the plaintiffs for certain ties 21 cents apiece, but wanting to know what they would sell for, and take pay in one of two stocks; the plaintiffs to have their choice between the two. The parties separated, the plaintiffs to determine whether they would take stock in payment, and the defendant to determine whether it would pay the rate asked. The plaintiffs decided to take stock as offered, and the defendant to pay the price asked, and under these circumstances the letter was written and received, and its offer accepted by a reply which said nothing as to the particular stock to be used in payment. According to the talk, the option to take either stock was in the plaintiffs. To make a valid contract on the only lines under consideration by both parties, nothing more was necessary than for the plaintiffs to agree to take stock in payment, and for the defendant to assent to the price demanded. The performance of such a contract, but not its making, would involve the choice by the plaintiffs of one of the two stocks. If, upon the interchange of the letters, the option was in the defendant, instead of in the plaintiffs, a new term had been imported into the proposed bargain. If the language used so meant, such would be the legal result of the letter and the reply, but not otherwise. To show that such is the meaning of the plaintiff's letter, the defendant quotes as a definition of the word 'either' the words 'one or the other of two indifferently,' while the dictionary to which reference is made adds, 'or as the case requires.' Common definitions of the...