Boynton Furnace Co. v. Clark

• Decision Date: 14 January 1890
• Citation: 44 N.W. 121,42 Minn. 335
• Parties: BOYNTON FURNACE CO. v CLARK ET AL.
• Court: Minnesota Supreme Court

42 Minn. 335

44 N.W. 121

BOYNTON FURNACE CO.vCLARK ET AL.

Supreme Court of Minnesota.

Jan. 14, 1890.

(Syllabus by the Court.)

1. A written order for goods to be sent to the subscriber, considered as not being in itself a contract for the purchase of the goods, and hence as not precluding parol proof going to show that the goods, which were subsequently sent to the subscriber, were not sent merely upon that order, but pursuant to a contract for the sale of the goods to other parties.¹

2. The facts which, by the terms of a contract, entitle one of the parties to a recovery, are relevant, in an action for that purpose, although such facts consist of a contract between other parties, and its breach.

3. An agent selling furnaces for a specific use, and which were to be shipped by the vendor in detached parts, held to have implied authority to contract for putting the furnaces together, and for putting them into the buildings where they were to be used.

Appeal from district court, Mower county; FARMER, Judge.

Johnson & Catherwood, (Frank F. Reed, of counsel,) for appellant.

French & Wright, for respondents.

DICKINSON, J.

This is an action to recover the price of two furnaces alleged to have been sold by the plaintiff to the defendants. The defendants deny that they purchased the furnaces, and claim that one of the furnaces was sold conditionally to one Taylor, and the other to one Sweningsen, for use in their respective dwelling-houses, and that the defendants' only duty as to the purchase price was, by agreement, to collect it from Taylor and Sweningsen, and to remit to the plaintiff. The defendants claim that the sales to Taylor and Sweningsen were made with the guaranty and condition that the furnaces should warm the houses of the purchasers at Austin, in this state, to their entire satisfaction, and that if they failed to do so they should be removed at the expense of the plaintiff; that it was also agreed between the parties that the defendants, who were engaged in the hardware and tin business at Austin, should put the furnaces into the houses of the purchasers, fit for use, and that, if the above condition or guaranty should fail, the plaintiff would pay the defendants for putting in the furnaces, and for this the defendants set up a counter-claim in this action. The case being tried before a jury, the verdict was for the defendants upon their counter-claim.

The principal contention is upon an alleged error of the court in receiving parol proof of the actual agreement between one Jones, the agent of the plaintiff through whom the transaction on its part was conducted, and Taylor, Sweningsen, and the defendants, relating to the sale. This evidence went to show the agreement to have been such as the defendants claim it to have been, as above stated. It is urged on the part of the plaintiff that parol evidence was inadmissible because the contract had been reduced to writing, and that the evidence in question contradicted or varied the written evidence of the agreement. It appears that Jones, acting for a branch house of the plaintiffs located at Chicago, came to Austin, and negotiated with the defendants, Taylor, and Sweningsen concerning the sale of two furnaces, and an agreement was arrived at, the nature of which is involved in the issues in this action. Jones then prepared two instruments, which the defendants signed, one relating to each furnace, and which, as the plaintiff claims, constituted a written contract of sale to the defendants. The recital of one of these will show the character of both: “Austin, Sept. 1st, 1886. The Boynton Furnace Co., Chicago, Ill.: Please send us, as soon as convenient after Sept. 6, to my address, via C., M. & St. Paul, at rebate rates of freight, and at prices mentioned below. Terms, 5 per cent. cash, or four months from Sept. 15. All claims for deduction to be made within ten days from date of invoice. Number 1. One No. 44 Climax Steel Radiator, with casings. Price for the above 50, and 10 off. Purchaser will certify the above is correct by signature. S. C. CLARK & CO. Address: Austin, Minn.” The furnaces were afterwards sent to the defendants, and they put them in the houses of Taylor and Sweningsen, but, as the evidence went to show, the same proved to be insufficient, and not in accordance with the guaranty. They were never paid for.

Even if the written instruments, one of which is given above, were to be regarded as embodying the agreement of the parties, it is clear that the whole agreement is not there expressed, and parol evidence of...