Allis v. McLean

• Decision Date: 14 June 1882
• Citation: 48 Mich. 428,12 N.W. 640
• Court: Michigan Supreme Court
• Parties: ALLIS v. MCLEAN and others.

12 N.W. 640

48 Mich. 428

ALLIS v. MCLEAN and others.

Supreme Court of Michigan

June 14, 1882

Damages for breach of contract cannot be measured by the loss of expected profits where the latter are uncertain and speculative and depend on so many contingencies that their loss cannot be traced to the breach with reasonable certainty. But profits are the best possible measure of damages where their loss is indisputable and the amount can be estimated with almost absolute certainty; as in the case of advances on the contract price of wheat or other articles which have ready sale at a current market price; or where the breach of contract results in the failure of another contract which would have produced fixed and definite profits.

One who seeks to recover for a breach of contract, the profits of which would be wholly uncertain, must point out elements of damage more certain and more directly traceable to the injury than prospective profits can be.

The owner of a saw-mill contracted for "wrought feed friction works" to be placed in the mill early in March and notified the other party that for every day's delay in putting them in he would suffer $150 damages. The works were not put in until July, though frequently promised, but the mill was furnished with other works which enabled it to be operated, except for 16 1/2 working days during which it lay idle. Held that the loss of profits from the inability to manufacture lumber for that time was too uncertain to permit a measure of damages for the breach of contract. Nor could the rental value be made a measure of damages, especially if it did not appear that the owner would have leased or that anybody would have rented the mill.

Case made from Bay.

McDonell & Mann, for plaintiff.

Holmes Collins & Stoddard, for defendants.

COOLEY J.

The question in this case is one of damages for the non-performance of a contract within the agreed time. The facts are found by the circuit judge. From the finding it appears that in January, 1880, the defendants were proprietors of a saw-mill in general good order and condition at Bay City, and on the tenth day of that month made an agreement with the plaintiff, a manufacturer of mill machinery, whose place of business was at Milwaukee, in the state of Wisconsin, for the manufacture by him for use in their mill of a piece of machinery known as a "wrought feed friction works," to be shipped on board cars at Milwaukee on or before March 1, 1880, so that it would reach Bay City within two or three days of that date. The contract on behalf of plaintiff was made by one Hinckley as his agent who was notified by defendants at the time of the following facts (1) That the saw-mill of defendants had therein at that time a feed works which worked fairly well, but which defendants thought of changing, and which were not as good as the feed works contracted to be furnished by plaintiff as aforesaid, were by both parties believed to be. (2) That in order to use the feed works of plaintiff's manufacture, the defendants would be compelled to take out the feed works then in their mill, and adapt their mill and machinery for the use of the feed works of plaintiff's manufacture. (3) That without a feed works the mill of defendants could not be operated, and could not saw and manufacture lumber; and that to make the change necessary to put in said new feed works it would take considerable time and expense, and when said mill and machinery were adapted to the feed works of plaintiff's manufacture, the same could not be changed so as to use another kind without great expense and loss of time. (4) That it was necessary that said feed works should be in Bay City as soon as it could be by being shipped from Milwaukee on or before March 1, 1880, which would be in two or three days from that time, to enable defendants to place the same in their mill and commence the manufacture of lumber at the commencement of the sawing season; and that unless plaintiff would agree to have the same shipped at said time so as to get to Bay City as aforesaid, the defendants would not purchase the same; and that the defendants stated to said Hinckley that for every day's delay of the feed works the mill in consequence would be delayed, and that for every day's delay of the mill the defendants would be damaged $150.

Shortly prior to March 1, 1880, defendants were informed by plaintiff that the machinery would be shipped as agreed, and during the month of March they were repeatedly notified that the feed works would be shipped from Milwaukee in a few days from each of such notices, but it was not finally completed and shipped until in July following. On April 5, 1880, plaintiff supplied the defendant with feed works like that contracted for except that the main part or friction of the same was cast instead of wrought iron, and with this the defendants were enabled to start up and use their mill until the works contracted for were received in July.

For want of the feed works the mill of defendants, without any fault, negligence or waiver on their part, lay idle through March and until the fifth of April, though they had in...