Am. Steam Laundry Co. v. Riverside Printing Co.

• Decision Date: 01 June 1920
• Citation: 177 N.W. 852,171 Wis. 644
• Parties: AMERICAN STEAM LAUNDRY CO. v. RIVERSIDE PRINTING CO.
• Court: Wisconsin Supreme Court

171 Wis. 644

177 N.W. 852

AMERICAN STEAM LAUNDRY CO.

v.RIVERSIDE PRINTING CO.

Supreme Court of Wisconsin.

June 1, 1920.

Appeal from Circuit Court, Milwaukee County; Lawrence W. Halsey, Judge.

Action by the American Steam Laundry Company against the Riverside Printing Company. Judgment for the plaintiff, and defendant appeals. Reversed and remanded for new trial on the issues of reformation of contract and of damages.

An appeal from a judgment of the circuit court of Milwaukee county, Lawrence W. Halsey, judge presiding.

This action was brought by plaintiff to recover damages for alleged breach of contract. Plaintiff claims that there was a written contract between it and defendant by which defendant agreed to furnish plaintiff with live and exhaust steam for the operation of its laundry. It is plaintiff's contention that the contract provided that defendant should furnish this steam as long as plaintiff occupied certain premises adjoining or near the premises on which defendant conducted its printing business. Defendant claims that the contract required it to furnish the steam only as long as defendant occupied the premises on which it was then conducting its printing business.

The contract was dated March 1, 1911. On April 1, 1914, defendant moved it business from the premises near plaintiff, and thereupon ceased to furnish steam to plaintiff. Plaintiff continued to occupy its laundry premises until the expiration of its lease on December 31, 1915.

Plaintiff claimed damages in its complaint: (1) For the amount it expended in preparing and equipping its premises for the use of such steam under the contract; (2) for the amount of the expense of altering its premises and installing its own steam plant after defendant ceased to supply steam; (3) for the amount of increased expense of producing its own steam and operating its laundry therewith; (4) for loss of profits sustained in its business from the time defendant ceased to supply steam to the termination of its lease, December 31, 1915; and (5) for the loss of prospective profits subsequent to December 31, 1915.

Defendant's answer alleged that the contract is void for want of mutuality and consideration, except in so far as the same has been executed by the parties; that it was understood between the parties that defendant could not and would not furnish steam for any longer period than during its occupancy of the premises used for its printing business; that it ceased to furnish steam for the reason that it was obliged to move from these premises; that it did so with plaintiff's consent, and that said agreement then terminated by the mutual consent and agreement of the parties; that plaintiff prepared and produced the contract in question, and representedthat it correctly evidenced the oral understanding of the parties; that the words “while in the building,” etc., were not understood by either party to state or define the period for the continuance of the agreement; that if such words are to be construed as imposing upon defendant the duty of supplying steam as long as plaintiff remained in its premises, such words were included by and through mutual mistake of the parties or by the fraud of the plaintiff and the mistake of defendant; that the contract should be reformed.

The case was tried to the court and a jury. At the close of the testimony the court held that matters respecting the construction and validity of the contract were questions of law for determination by the court, and would be taken under advisement, and submitted all of the other issues to the jury.

The jury found in a special verdict that plaintiff did not consent to defendant's ceasing to furnish the steam for its business, nor did it waive its right to be furnished steam by defendant after March 31, 1914; that defendant's failure to furnish the steam caused plaintiff damages by way of loss of profits.

After verdict the court considered the questions which had not been submitted to the jury by special verdict, and held that the defendant was liable for breach of contract. The court expressly construed the contract “as obligating the defendant to furnish live and exhaust steam to the plaintiff for its use while, or so long as, the plaintiff used and occupied the building at 210-212 Third street as a steam laundry, namely, until January 1, 1916; that the contract is not void for want of mutuality, but is valid and binding.”

Judgment was entered in plaintiff's favor, awarding it recovery of the damages fixed by the jury. From this judgment defendant appeals.

N. L. Baker and W. J. Zimmers, both of Milwaukee, for appellant.

S. M. Williams and Williams & Stern, all of Milwaukee, for respondent.

SIEBECKER, J. (after stating the facts as above).

It is contended by the defendant that the court erred in holding that the clause in the contract, declaring that defendant was to furnish plaintiff steam “while in the building occupied and used by them as a steam laundry, being building numbered rear 210-212 front Third street,” defined a period of time for which steam was to be furnished.

[1] The words of this clause are to be construed and understood in their ordinary and common acceptation when applied to the subject in relation to which they are used and the facts and circumstances of the transaction. The word “while” as here employed clearly expressed duration, and not a condition of performance of the obligations agreed upon. The word “while” expresses the idea of duration when read in connection with the clause immediately following it, which specifies the facts which determine this duration of time, namely, the period of occupancy and use by the plaintiff of its building as a steam laundry. The terms of this clause when applied to the subject-matter, in view of the facts involved in the transaction, indicate that the time of the contract is dependent upon the event of use and occupancy of the building by plaintiff as a laundry.

[2] The omission to specify the time presently definite for the continuance of the contract does not, however, make the contract void for indefiniteness as to time, and hence it is not terminable at the will of either party. Superior v. Douglas Co. Tel. Co., 141 Wis. 363, 122 N. W. 1023;Treat v. Hiles, 81 Wis. 280, 50 N. W. 896.

[3] The trial court properly concluded that the contract as written is free from ambiguity when applied to the subject-matter of the transaction. Parol evidence therefore was not admissible to ascertain and explain the terms in which it is written.

[4] It is contended that the agreement of the parties is not binding on them...