Art Plate Glass & Mirror Corp. v. Fidelity Const. Corp.
| Decision Date | 09 December 1949 |
| Docket Number | 42. |
| Citation | 69 A.2d 808,194 Md. 110 |
| Parties | ART PLATE GLASS & MIRROR CORPORATION v. FIDELITY CONSTRUCTION CORPORATION. |
| Court | Maryland Court of Appeals |
The Art Plate Glass & Mirror Corporation sued Fidelity Construction Corporation to recover on a guaranty for materials plaintiff furnished to a company not a party to the suit.
The Superior Court of Baltimore City, Michael J. Manley, J rendered a judgment adverse to plaintiff and plaintiff appealed.
The Court of Appeals, Grason, J., affirmed the judgment, holding that a letter from defendant to plaintiff guaranteed payment for materials furnished only between date of letter and reorganization and recapitalization of the company to which plaintiff furnished materials, and not after reorganization and recapitalization.
A. Frederick Taylor, Baltimore (Allers & Cochran Baltimore, on the brief), for appellant.
Paul M Highinbothom and Paul R. Kach, both of Baltimore, for appellee.
Before MARBURY, C.J., and DELAPLAINE, COLLINS, GRASON, HENDERSON and MARKELL, JJ.
Wilbur Davis traded under the name of Century Glazing Company, and his business was installing plate glass. For a number of years the Art Plate Glass & Mirror Corporation, a body corporate (appellant), furnished him with material necessary to carry on his work. The appellant refused to extend further credit and Davis was unable to continue the performance of certain contracts he was then engaged in. At the time credit was refused he was indebted to the plaintiff for $9307.54.
E. Earle Henderson is the secretary-treasurer, and William F. Buettner is the president of Fidelity Construction Corporation, a body corporate (appellee), which is engaged in the lumber business. Henderson is a lawyer. About March the 23rd, 1948, Henderson met Davis in the Court House in Baltimore City and talked with him. Davis was out of work, due to the fact that he could not obtain further material from the appellant to carry on his business. As a result of this talk Henderson proposed a reorganization of Davis' affairs, which was acceded to by Davis. He talked over the telephone to Mr. Ferdinand H. Braecklein, the president of the appellant. Mr. Braecklein told him that Davis was honest, knew his business, but simply could not keep his accounts straight, and that he would not extend him further credit.
Henderson drew up articles of incorporation, under the name and title of Century Glazing Company, Inc. While this reorganization of Davis' affairs was in process, Henderson talked over the telephone with Mr. Calvin K. Braecklein, the vice president and manager of the appellant. On March 26, 1948, he told him of the situation and that Davis would need credit for material to fulfill current contracts while his business was being reorganized, and that the defendant would guarantee what Davis purchased during the period of the reorganization of his affairs. Mr. Calvin K. Braecklein approved the matter, but told him he would require a letter from the defendant. That very day Henderson delivered the letter to him. It is as follows:
On March 30, 1948, the Century Glazing Company, Inc., became a legal corporation. On the same day Mr. Henderson called Miss Catherine Normoyle, secretary of the appellant. She had power to extend credit, as testified to by Mr. Ferdinand H. Braecklein. Mr. Henderson told this lady that he had succeeded in incorporating a new company, to be known as the Century Glazing Company, Inc. She said she would close the old account of the Century Glazing Company. They discussed the credit terms to be extended to the Century Glazing Company, Inc., and she stated what those terms were. The result of this conversation was that the old account of the Century Glazing Company was closed and a new account in the name of the Century Glazing Company, Inc., was opened. From March 26, 1948, to June 2, 1948, the old account of $9307.54 had been reduced to $772.79.
On October 21st, 1948, the appellant filed its declaration in the Superior Court of Baltimore City against the appellee. The suit is grounded on the letter of March 26, 1948, written by appellee to the appellant. It is claimed that letter guaranteed not only the account of the Century Glazing Company, but of the Century Glazing Company, Inc. The appellee contends that letter did not contain such a guaranty.
The case was tried before the court and a jury and at the conclusion of the testimony the court instructed the jury that appellant was limited to recover only for the goods it supplied Davis from March 26, 1948 to and including March 30, 1948, and it was conceded in the case that the goods so supplied during that time did not exceed the sum of $483.36. The jury rendered a verdict for that amount and from a judgment thereon the case comes here on appeal.
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