Bell Lumber Co. v. Seaman

• Decision Date: 16 February 1917
• Docket Number: No. 20119[58].,20119[58].
• Citation: 136 Minn. 106,161 N.W. 383
• Parties: BELL LUMBER CO. v. SEAMAN et al.
• Court: Minnesota Supreme Court

136 Minn. 106

161 N.W. 383

BELL LUMBER CO.

v.SEAMAN et al.

No. 20119[58].

Supreme Court of Minnesota.

Feb. 16, 1917.

Appeal from District Court, Itasca County; C. W. Stanton, Judge.

Action by the Bell Lumber Company against Frank F. Seaman and others. Verdict for plaintiff, and from an order denying their motion for judgment or for a new trial, defendants appeal. Order reversed, with direction to enter judgment for defendants.

Syllabus by the Court

When the terms of a written contract are plain and unambiguous, the construction and effect thereof presents a question of law for the trial court.

The terms of the contract referred to in the opinion held not uncertain or ambiguous, and that the trial court erred in admitting evidence in explanation thereof, and also in submitting the construction of the same as a question of fact to the jury. J. W. Reynolds, of Duluth, for appellants.

Thwing & Rossman, of Grand Rapids, for respondent.

QUINN, J.

This action was brought to recover the possession of certain timber products, poles and posts, alleged to be wrongfully detained by defendants. Plaintiff had a verdict, and defendants appealed from an order denying their motion for judgment or a new trial. Defendant Frank F. Seaman is the principal defendant in interest, and in the statement of the case will be referred to as defendant. The facts of the case are substantially as follows:

Plaintiff is a corporation engaged in dealing in timber products, such as ties, poles, posts, and pulpwood, with its office and place of business at Minneaplois. Defendant is similarly engaged, with his headquarters and place of business at Deer River. On November 1, 1913, defendant was the owner and holder of a timber deed, under which he was authorized to enter upon the land therein described and to cut and remove all merchantable timber standing thereon. The deed was then held by defendant Henry G. Seaman and one Beall, as security for the payment of $2,500 then due them from defendant. On the date stated negotiations between plaintiff and defendant resulted in a transfer to plaintiff of the timber deed and all the rights thereby conferred, and the execution of the contract involved in this action, referred to in the record as Exhibit A. At the time of the transaction defendant was indebted to plaintiff in the sum of $1,000, which was increased to the sum of $3,500 by the payment by plaintiff of defendant's debt to Seaman & Beall of $2,500. By this contract plaintiff undertook and agreed with defendant to ‘log the land’ covered by the timber deed, and to cut and remove therefrom all merchantable timber, banking the same for shipment at what is designated in the record as ‘county road yard,’ a landing owned and controlled by defendant, and equipped with appliances for loading logs upon cars for shipment to the market. The contract contemplated and required that the work of cutting and removing the timber be fully completed by November 1, 1914, at which time provision was made for a final settlement between the parties. By its terms plaintiff agreed to pay to defendant the difference between the actual cost of the logging operations and the detailed prices attached to the contract, provided such cost of operation was less than said prices. The contract further required defendant to deliver to plaintiff at said county road yard all timber products by him purchased from third persons during the life of the contract, the same to be paid for by plaintiff at the schedule of prices referred to. Thereafter a large quantity of timber was cut and removed from the land covered by the timber deed, and delivered at the county road yard. Defendant owned another loading yard, located at Deer River, which is referred to in the record as the Deer River yard. Defendant purchased quantities of timber from third persons and delivered the same in part at the county road yard and in part at the Deer River yard. November 1, 1914, appeared, and defendant insisted upon a final settlement, and it was not forthcoming; it was delayed by plaintiff. The parties became involved in a serious controversy respecting their rights under the contract, and the breach widened as time passed without a settlement. Defendant finally took possession of the material in both yards and refused to permit plaintiff to take or ship any part thereof. Whereupon plaintiff commenced an action to recover the possession of all such material then in stock in both yards. The action was commenced on February 24, 1915. Three days later, on the 27th of the same month, the parties got together and entered into another agreement for the purpose of settling and adjusting their differences. Plaintiff had made certain advances to aid defendant in his logging operations, and at the time of this settlement defendant was indebted to plaintiff on account thereof in the sum of $9,337.53, including the $3,500 which was due and owing plaintiff when the original contract was entered into. At...