Ball v. Stokely Foods
| Citation | 221 P.2d 832,37 Wn.2d 79 |
| Decision Date | 31 August 1950 |
| Docket Number | 31133. |
| Court | Washington Supreme Court |
| Parties | BALL, v. STOKELY FOODS, Inc., and four other cases. |
Department 2.
Eggerman, Rosling & Williams and Joseph J Lanza, all of Seattle, for appellant.
Ward & Barclay, Sedro Woolley, for respondents.
These were five separate actions, consolidated for purposes of trial, brought by pea growers in Skagit county, against Stokely Foods, Inc. Plaintiffs sought to recover damages allegedly sustained as a result of defendant's delay in harvesting their peas during 1947. From verdicts and judgments in favor of plaintiffs, defendant has appealed.
The suits are predicated upon written contracts, which are substantially identical in terms. They provide that the seller, or grower, should cultivate, for the benefit of the buyer, Stokely, specified quantities of peas. They read further:
'It is understood and agreed that all peas shall be planted, cut and delivered when so ordered by Buyer or Buyer's representatives. * * *
There then follows a schedule setting up eight price grades for payment to the grower. These are based upon 'tenderometer' readings, ranging from 91 to 140. The tenderometer is a machine which determines the hardness of the pea, the harder the pea, the higher the number shown on the tenderometer reading, and the lower the quality of the pea. This schedule reads as follows:
"TENDEROMETER READINGS
"From To & Including
0 90 $ per ton
91 95 $ 115.00 per ton
96 100 $ 105.00 per ton
101 105 $ 100.00 per ton
106 110 $ 90.00 per ton
111 115 $ 70.00 per ton
116 120 $ 60.00 per ton
121 130 $ 40.00 per ton
131 and over Buyers Option $ per ton"
It appeared from the evidence that peas are customarily divided into grades based upon this schedule. Thus, peas with a tenderometer reading of from 91 to 95 are rated Grade A; from 96 to 100, Grade B; from 101 to 105, Grade C; from 106 to 110, Grade D; from 111 to 115, Grade E; from 116 to 120, Grade F; from 121 to 125, Grade G; and from 126 to 140, Grade H.
The contracts also contained the following provision: 'In case of fire, strikes, or other labor disturbances, lack of transportation facilities, shortage of labor or supplies, perils of the sea, floods, earthquakes, action of the elements, invasion, war, riot, insurrection, rebellion, interference of civil or military authorities, or passage of laws, or any unavoidable casualty or cause beyond the control of Buyer, affecting in any way the conduct of Buyer's business or freezing operations, Buyer will be excused from performance hereunder * * *.'
Peas increase in hardness as they mature on the vine, and the essence of each of these complaints is that Stokely delayed harvesting of the peas beyond the time contemplated by the parties to the contract, which, it was alleged, would have been when the peas had reached an average grade of B. The result of this delay was that the peas, when harvested, were mostly in the low grades, and the plaintiffs, respondents here, received much less money for them than they would have received had the peas been harvested earlier. It is the contention of Stokely that the contracts imposed no obligation upon it to harvest the peas at any particular time. Respondents, on the other hand, urge that Stokely was required to do this when the peas were 'ready for harvest,' and the court instructed the jury to this effect, saying:
Appellant urges that the sentence in the contract beginning, 'When these peas are ready for harvest, it is understood and agreed that the peas sold hereunder shall be mowed, hauled to viners and vined by buyer, * * *' does not establish the time when the peas are to be harvested, but merely fixes the party who is to perform the necessary harvesting acts, viz., the buyer. If appellant's construction of this sentence were to be adopted, however, the opening clause would be no more than surplusage. Apart from the familiar canon in the interpretation of contracts that every word and phrase must be presumed to have been employed with a purpose and must be given a meaning and effect whenever reasonably possible, Clark v. State Street Trust Co., 270 Mass. 140, 169 N.E. 897; Hollingsworth v. Robe Lumber Co., 182 Wash. 74, 45 P.2d 614, to conclude that this clause is mere excess would not be in accord with the facts and circumstances of the case as a whole. From the evidence, it is apparent that the time of harvest is a matter of vital concern to the pea farmer. A delay in the harvest results in harder peas, and a correspondingly reduced financial return to him; indeed, as happened in the present instance, it may even result in an overall loss. It is a well-established rule that, where one construction would make a contract unreasonable or such as prudent men would not ordinarily enter into, while another, equally consistent with the language, would make it reasonable, fair, and just, the interpretation which makes it a rational and probable agreement must be adopted. Jacobs v. Teachout, 126 Wash. 569, 219 P. 38; Kandoll v. Penttila, 18 Wash.2d 434, 139 P.2d 616; Cohn v. Cohn, 20 Cal.2d 65, 123 P.2d 833. Application of this principle leads to the conclusion that, in the instant case, respondents' interpretation of the contract is the correct one.
Appellant contends, however, that the prior provision of the contract, to the effect that 'all peas shall be planted, cut, and delivered when so ordered by Buyer or Buyer's representatives,' gives the buyer the right to decide when the peas should be harvested. In Yeremian v. Turlock Dehydrating & Packing Co., Inc., 30 Cal.App.2d 92, 85 P.2d 515, 517, a contract between a grower and buyer of grapes contained the following language: 'Grower to pick fruit starting on or about Oct. 1, 1935, and thereafter at such times and in such quantities as buyer directs.'
But the court said that evidence was properly received for the purpose of reconciling this provision 'with the right of the plaintiff to have his entire crop delivered at a time, and in a manner which would, in the ordinary practice of good husbandry, return to plaintiff his selling price, based upon the harvest of the crop, within a period of time that would permit the harvesting of the greatest quantity of grapes'; and it concluded that the contract should not be given an interpretation 'which would give the buyer the right to arbitrarily refuse delivery of grapes which met the standard requirements of the contract, by failing to supply boxes in sufficient number to permit the crop to be harvested within a reasonable time.' See, also, Alvernaz v. H. P. Garin Co., 127 Cal.App. 681, 16 P.2d 683, upon which the court in the Yeremian case relied.
In any event, nothing in the provision suggests that it was not the obligation of the buyer to order the delivery of the peas at the time when they were 'ready for harvest'; and, in view of this latter provision in the contract, we are constrained to conclude that the contract did impose this obligation upon him. The court's instruction, on the matter above quoted, therefore, would seem to have been entirely correct.
But appellant asserts, and rightly so, that nothing specifically included in the written contracts required Stokely to harvest the peas when they are at the top three grades, and urges that respondents have no just cause to complain because they were harvested at a later date. However, the solution to this problem would seem to depend upon the interpretation the jury felt should be given the term 'ready for harvest.' It is clear that the exact meaning of this phrase does not appear from the context of the contract. While parol evidence will not be admitted to contradict, or vary, the terms of a written instrument, it is always admissible, in case of ambiguity, for the purpose of...
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