Baltimore & O. R. Co. v. Brydon

• Decision Date: 11 March 1886
• Citation: 3 A. 306,65 Md. 198
• Parties: BALTIMORE & O. R. CO. v. BRYDON.
• Court: Maryland Court of Appeals

3 A. 306

65 Md. 198

BALTIMORE & O. R. CO. v. BRYDON.

Court of Appeals of Maryland

March 11, 1886

Appeal from superior court, Baltimore city.

J Nevett Steele, Wm. F. Frick, John K. Cowen, and W Irving Cross, for appellant.

Wm. Walsh, John P. Poe, and John M. Carter for appellee.

BRYAN J.

The Baltimore & Ohio Railroad Company contracted with William A. Brydon to purchase from him a large quantity of coal. It was agreed that Brydon was to deliver to the railroad company daily not less than 150 and not more than 300 tons of coal, of such quality as should be satisfactory to the railroad's master of transportation and master of machinery; and that the deliveries should commence on the fifteenth day of July, 1875, and should continue for three years. The price agreed to be paid was $1.15 a ton. After a considerable quantity of the coal had been delivered, the railroad company refused to receive any more, because it had been condemned as unsatisfactory by its masters of machinery and transportation. At the trial below the court ruled that, if the rejection of the coal was not made in good faith, it would not be a sufficient justification to the railroad company in refusing to continue the receipt of it. The correctness of the opinion of the court, as a legal proposition, was not questioned in the argument of this case. It is fully supported by the decision in Lynn v. Baltimore & O. R. Co., 60 Md. 404. But it was most earnestly maintained that there was no evidence in the cause, proper to be submitted to the jury, to show a want of good faith.

We cannot form a just opinion of the rights of the parties under this contract, unless we take a view of the circumstances under which it was made. We must consider the subject-matter of the agreement, and the knowledge of it which the parties possessed; the objects which they sought to accomplish; and the inducements which they had for dealing with each other as they did. "Courts, in the construction of contracts, look to the language employed, the subject-matter, and the surrounding circumstances. They are never shut out from the same light which the parties enjoyed when the contract was executed, and in that view they are entitled to place themselves in the same situation as the parties who made the contract, so as to view the circumstances as they viewed them, and so as to judge of the meaning of the words, and of the correct application of the language to the things described." Nash v. Towne, 5 Wall. 689.

There are two extensive seams of coal in western Maryland, which are known, respectively, as the "Big Vein" and the "Six-foot Vein," and of these the former is of far superior quality to the latter. The existence of these seams, and the respective qualities of the coal, were well known to the parties to this suit. The evidence for the plaintiff tended to prove the following facts, among others: "That he exercised complete control, as if owner, over the North Branch mine, which was in the seam known as the "Six-foot Vein;" that he supplied the defendant with coal from this mine in the latter part of 1874, and early in January, 1875, and that in consequence of certain negotiations he began, on the seventeenth day of January, 1875, to furnish to it regular supplies, daily, and continued to do so until August 4th, making very rarely any intermission except on one day in each week; that the daily amount supplied was seldom less than 100 tons, and in frequent instances it was much more; that in December, 1874, Westall, defendant's supervisor of engines, made a test of the coal, in obedience to the orders of the master of transportation, and reported the result to him; that in February, 1875, the defendant's master of machinery had a conversation with plaintiff in reference to the quality of this coal, as compared with the Big Vein coal, in which he said: "If the use of this coal presents any difficulty,--any increased difficulties,--we can overcome them by an alteration of the machinery, that is, the grate-bars in the furnace;" that the coal was delivered to the defendant through Cowan, its coal agent and inspector, who examined it; that on one or two occasions he complained of it, but, as a general rule, he said it was satisfactory, that the coal was mined clean, and was of a good quality, being fairly up to the standard of the North Branch mine; that on the seventeenth day of May, 1875, the contract was made between the parties which has given rise to this suit; that some deliveries of coal were made between August 11th and August 28th, inclusive of both dates, and no more were made until October; that in the middle of August a test of the coal was made by Shipley, defendant's supervisor of engineers, and another was made in October by Hepburn, one of the defendant's officers, and the result of this last test was communicated to the master of machinery; that in February, 1875, plaintiff was informed by the master of transportation that complaints were made about the coal, and that in June, 1875, he was again informed that there had been a great deal of complaint of the coal by the engine-men, and that if he did not furnish good coal that the defendant would have to purchase elsewhere; that on the seventh of October, 1875, the defendant commenced again to receive coal from the plaintiff, and continued to receive quantities nearly every day until May 6, 1876, and one on May 15th; that these deliveries usually ranged from 60 to 70 tons at a time; that there were no complaints of the coal between October, 1875, and May, 1876.

On May 2, 1876, the master of machinery gave the plaintiff notice that the use of his coal would be discontinued by the defendants after the sixth day of the month. There was also evidence for the plaintiff tending to prove that, at the time the contract was made, the defendant was paying $1.25 a ton for the Big Vein coal, and that there was a fall in the price of Big Vein coal in the years 1875 and 1876 of from 25 to 30 cents a ton, (one witness testifying that the year 1875 opened with fairly firm prices, and that it was after the business opened that the prices commenced to break.) The plaintiff testified that from July, 1875, to December, 1876 there was a decline of from 20 to 25 cents a ton in the price of Big Vein coal, and that the qualities of coal that were furnished to the defendant were the same as those furnished for the Westall test; also that Sharp, the master of transportation, repeatedly, from the first of January, 1875, down to the day of the contract, expressed his satisfaction with the coal; that during all that period he called plaintiff's attention only on one occasion to any complaint about the quality, and that was in...