Blackshear Mfg. Co. v. Fralick
| Citation | 102 So. 753,88 Fla. 589 |
| Parties | BLACKSHEAR MFG. CO. v. FRALICK. |
| Decision Date | 10 January 1925 |
| Court | Florida Supreme Court |
Rehearing Denied Feb. 9, 1925.
Error to Circuit Court, Union County; J. V. Walton, Judge ad litem.
Action by the Blackshear Manufacturing Company against J. M Fralick. From judgment for defendant, plaintiff brings error.
Affirmed.
Syllabus by the Court
Court looks to whole of instrument to ascertain intention. The rule in this state is that the court will look to the whole instrument, and not to particular provisions, to ascertain the intention of the parties to it.
Want or failure of consideration will defeat recovery. It is well settled that want or failure of consideration will defeat recovery on a promissory note.
E. G. Baxter, of Gainesville, for plaintiff in error.
A. Z Adkins, of Starke, for defendant in error.
This case was tried at Lake Butler, Fla., May 21, 1923, before Hon. J. V. Walton, judge ad litem, as authorized by our Constitution, and by section 2533, Revised General Statutes of Florida, 1920.
The plaintiff in error, Blackshear Manufacturing Company, who was plaintiff below, is a manufacturer and distributor of commercial fertilizers and phosphate with its home office at Blackshear, Ga. The defendant in error, J. M. Fralick, who was defendant below, is a citizen of Providence, Union county, Fla., and was the agent of the plaintiff.
Plaintiff sued the defendant on two promissory notes for $2,000 and $2,033, respectively, laying its damages in the sum of $5,000.
To plaintiff's declaration, defendant entered several pleas all of which were stricken except his plea on equitable grounds, said plea being substantially as follows: At the time of, long prior to, and since the making of the notes sued on, defendant was the agent of plaintiff for the purpose of taking orders for and delivering commercial fertilizers and phosphate to customers of the plaintiff, taking their notes therefor, and delivering said notes to the plaintiff; that as such agent this defendant secured orders from various and sundry persons aggregating the amount of the two notes sued on, and as such agent delivered the fertilizer so ordered to the parties ordering the same, taking their notes therefor, and delivering said notes to the plaintiff according to the terms of his agreement; that, all of said notes having been delivered to plaintiff, this defendant cannot state the amounts thereof, or the names and addresses of the persons executing them, but he knows they aggregated the amount of the two notes sued on; that long after taking the said orders for fertilizer, and receiving and delivering the notes therefor to the plaintiff, to wit, on May 15, 1918, defendant executed and delivered to plaintiff the two notes here sued on; that said notes were executed at the request of plaintiff for the purpose of showing how much fertilizer had been sold and notes taken therefor by defendant for plaintiff, and that it was distinctly understood by and between plaintiff and defendant that said two notes were not to be paid at any time by defendant, and that plaintiff would not enforce their collections against defendant, but that they would be used only as a memorandum between plaintiff and defendant to show how much fertilizer was shipped by plaintiff to defendant as its agent, that late in 1918 and early in 1919, defendant, as agent of plaintiff, collected from divers persons who had bought and executed notes for fertilizer, which notes were in the hands of plaintiff, the sum of $1,214.66, and that as such agent defendant turned over to plaintiff the said sum of $1,214.66 to be credited on said notes, wherefore there was no consideration moving from plaintiff to defendant for the execution and delivery of said notes, and that this suit in equity and good conscience ought not to be maintained.
Issue was made on this plea, and at the conclusion of the evidence motion for an instructed verdict in favor of the defendant was granted. Plaintiff took writ of error.
Numerous errors are assigned, but we think the case turns on the sufficiency of the plea, and whether or not it should be interpreted in connection with a certain contract executed by plaintiff and defendant and introduced in evidence in support of the plea.
The plea, as already suggested, was termed by the introducer, the defendant, a 'plea on equitable grounds.'
Section 2635, Revised General Statutes of Florida, 1920, provides that the defendant in any cause in any court in this state in which 'if judgment were obtained, he would be entitled to relief against such judgment on equitable grounds, may plead by plea or subsequent pleading the facts which entitle him to such relief by way of defense.' Under this statute, there appears to be no limit to the facts that may be set up in a plea so long as they are 'on equitable grounds.'
The contract entered into by plaintiff and defendant which was offered in evidence to support the plea is somewhat contradictory in its terms, but on the whole it clearly shows a trust relation between plaintiff and defendant, and we think must be read along with the notes sued on. It provides, among other things, that no fertilizer...
To continue reading
Request your trial
- McDonald v. Wilmut Gas & Oil Co
-
Orthopedic Specialists v. Allstate Ins. Co.
...basic rules of contract interpretation instruct us to read the provisions in whole and not in isolated parts. Blackshear Mfg. Co. v. Fralick, 88 Fla. 589, 102 So. 753, 754 (1925). "Courts should ‘avoid simply concentrating on certain limited provisions to the exclusion of the totality of ot......
-
Alan, Sean and Koule, Inc. v. Sv/Corsta V
...reason, probability, [or] practical aspects of the transaction." Marshall Maines, 491 So.2d at 1235 (citing Blackshear Mfg. Co. v. Fralick, 88 Fla. 589, 102 So. 753, 754 (1925)). Third, the Court notes that to interpret the contract as requiring complaints to be made within 30 days of perfo......
-
In re Thymewood Apartments, Ltd.
...one phrase of the provision. See, West Yellow Pine Co. v. Sinclair, 90 So. 828, 831 (Fla.1922) and Blackshear MFG. Ga. v. Fralick, 88 Fla. 589, 102 So. 753, 754 (1925). Because the evidence is scant regarding the parties' intent, the Court will look primarily to each agreement to determine ......