Borden v. Richmond & D.R. Co.

• Decision Date: 21 November 1893
• Parties: BORDEN et al. v. RICHMOND & D. R. CO.
• Court: North Carolina Supreme Court

18 S.E. 392

113 N.C. 570

BORDEN et al. v. RICHMOND & D. R. CO.

Supreme Court of North Carolina

November 21, 1893

Appeal from superior court, Wayne county; George H. Brown, Judge.

Action by A. Borden and others against the Richmond & Danville Railroad Company for breach of a contract of affreightment. There was judgment for plaintiffs, and defendant appeals. Affirmed.

Where in reply to inquiry of its local agent about freight rates defendant railroad company's general agent quotes a rate of 89 1/2 cents per 100 which by some error is received by the local agent as 69 1/2 cents, and is so quoted to plaintiffs, who accept such rate, without knowledge of the mistake, there is a valid and binding contract between plaintiffs and defendant, under which the latter is bound to ship plaintiff's freight at the rate quoted them by the local agent.

Busbee & Busbee, for appellant.

Allen & Dortch and Aycock & Daniels, for appellees.

BURWELL J.

It is conceded that the local agent of the defendant at Goldsborough made a written offer to ship for the plaintiff 500 bales of cotton to Liverpool in November, 1891, and that the said agent was authorized to make such a proposal on the part of the defendant, and that plaintiff at once accepted this offer, his acceptance being also in writing. Furthermore, it seems to be conceded that the said agent plainly and unequivocally expressed what he understood to be the price to be charged by the defendant company for the transportation of the cotton, and there was no misunderstanding between the plaintiffs and the agent as to any of the terms of the alleged contract. Now, it is evident that if the agent is considered, not as the mere mouthpiece of the defendant corporation, through whom the intention of its higher officers in this matter was to be simply communicated to the plaintiff, but as its authorized contracting agent,--its alter ego in this affair,--there was no error or mistake at all, much less one that would prevent the written proposal and its written acceptance from constituting a valid contract, by the plain terms of which each party would be bound. In this view of the matter, there was no variance between the intention of the defendant and the expression of that intention. The contracting agent expressed in unequivocal language exactly what he intended to express. The plaintiff accepted the offer thus made to him. The defendant cannot escape liability on this contract by asserting that its agent would not have so conducted himself if he had known at that time what he was afterwards informed of; and it might well be insisted on the part of the plaintiff that, in the absence of notice to the contrary, he had a right to assume that that agent had power to act for his principal in this matter, and that defendant should not be allowed to dispute that authority.

Passing by that question, and assuming for the sake of argument that the local agent at Goldsborough was the mere mouthpiece or spokesman of the defendant in this matter, and that plaintiff knew this fact, then we have here a variance between the intention of the proposer (the defendant) and the expression of that intention. There was an error in the expression of the defendant's intention, but that error was unknown to the plaintiff. He had no good reason to suspect that the writing submitted to him did not correctly express the intention of the defendant. He did not "snap up" an offer which he knew or suspected was erroneously expressed. He merely accepted a plainly-expressed proposition. In the view of the matter we are now taking, the question, then, is if in the expression of the intention of one of the parties to an alleged contract there is error, and that error is unknown to and unsuspected by the other party, is that which was so expressed by the one party and agreed to by the other a valid and binding contract, which the party not in error may enforce? The law is well settled, says Mr. Lawson in his work on Contracts, (section 206,) that a man is bound by an agreement to which he has expressed his assent in unequivocal terms, uninfluenced by falsehood, violence, or oppression and it judges of an agreement between two persons exclusively form those expressions of their intention which are communicated between them. And Wharton, in his work on the same subject, (section 196,) quotes from Tamplin v. James, 15 Ch. Div. 215, this general rule, as he denominates it: "Where there has been no misrepresentation, and where there is no ambiguity in the terms of the contract, the defendant cannot be allowed to evade the performance of it by the simple statement that he has made a mistake." "But," he adds, "where a proposal evidently contains a mistake, an acceptor, by snapping at it, will not be permitted to take advantage of the mistake." In section 202a he announces the rule thus: "A unilateral mistake of expression of one party cannot be set up by him as a ground for rescinding a contract, or for resisting its enforcement, when his language was accepted by the other party in its natural sense. But when the blunder made by the proposer is obvious, an acceptor will not be allowed, by catching it up, to take an unfair advantage." An essential bilateral error as to the nature of a contract avoids it if based upon such error, but a unilateral error will not have that effect. Bish. Cont. §§ 701, 702. "It would open the door to fraud if such a defense was to be allowed. It is said that it is hard to hold a man to a bargain entered into under a mistake, but we must consider the hardship on the other side." Tamplin v. James, supra. We must consider also that "one of the remarkable tendencies of the English common law upon all subjects of a general nature is to aim at practical good, rather than theoretical perfection; and to seek less to administer justice in all possible cases...