Brown Bros. Elec. Contractors, Inc. v. Beam Const. Corp.

• Citation: 361 N.E.2d 999,393 N.Y.S.2d 350,41 N.Y.2d 397
• Parties: , 361 N.E.2d 999 BROWN BROS. ELECTRICAL CONTRACTORS, INC., Respondent, v. BEAM CONSTRUCTION CORP. et al., Appellants.
• Decision Date: 24 February 1977
• Court: New York Court of Appeals

Page 350

393 N.Y.S.2d 350

41 N.Y.2d 397, 361 N.E.2d 999

BROWN BROS. ELECTRICAL CONTRACTORS, INC., Respondent, v. BEAM CONSTRUCTION CORP. et al., Appellants.

Court of Appeals of New York.

Feb. 24, 1977.

Richard W. Cook, Syracuse, for Cale Development Co., Inc., and another, appellants.

William V. Canale, Glens Falls, for respondent.

FUCHSBERG, Judge.

The issue in this case is whether the course of conduct and communications between plaintiff-respondent Brown and defendants-appellants Cale created a legally enforceable agreement. Trial Term found that it did and entered judgment for the plaintiff for the balance due for electrical work Brown had performed at Cale's building project. Cale now appeals from the Appellate Division's order of affirmance.

Cale was the owner and builder of Northway Shopping Plaza in the City of Glens Falls. In January, 1967, it entered into a written contract whereunder the defendant Beam became general contractor for a section of the plaza. At about the same time, Beam, in turn, subcontracted in writing with Brown for the installation of the electrical work.

Starting as early as March, Beam, though it was more than current in the receipt of moneys requisitioned by it pursuant to the terms of its agreement with Cale, was running into arrears in its own payments to Brown. As a result, Brown began to entertain such serious doubts about whether Beam would carry out its end of their agreement that it threatened in writing to claim a breach of contract unless the payments were brought up to date. True to the forebodings which apparently had alarmed Brown, before the end of July, Beam found himself in such financial distress that he abandoned the job entirely. In the interim, Brown and Cale had discussed ways and means of securing payment to Brown, with the result that, when Beam departed the project, Brown, with the knowledge, consent and co-operation of Cale, nevertheless continued to perform the electrical work. He completed it by the end of August. Immediately thereafter, in early September, responding to an invoice from Brown to Cale for the amount then still due for its work on the project, Cale wrote back that it would send its check for 'payment of the balance' upon receiving underwriters' inspection certificates from Brown. However, when Brown sent the certificates, Cale failed to make the promised payment, whereupon Brown initiated this litigation. Cale's position is that no new contract was entered into directly between Cale and Brown, and that Brown, in completing the electrical work, had done no more than fulfill its obligation to Beam.

Before handing down its decision for the plaintiff, the trial court, sitting without a jury, received oral as well as written evidence. In affirming the judgment, the majority at the Appellate Division found that the record confirmed the existence of a direct contract between Brown and Cale and that, in accordance with that contract, Cale was obligated to pay Brown the balance due for the electrical work up to the time of its completion. Our own examination of the proof reveals that the course of conduct between Cale and Brown, including their writings, especially taken against the continuum of events from March through September, was sufficient to spell out a binding contract between Brown and Cale independent from the one that had pre-existed between Brown and Beam. We therefore affirm.

In accordance with long-established principles, the existence of a binding contract is not dependent on the subjective intent of either Brown or Cale (Mencher v. Weiss, 306 N.Y. 1, 7, 114 N.E.2d 177, 180--181; Hotchkiss v. National City Bank of N.Y 2 Cir., 200 F. 287, 293 (Learned Hand, J.), affd. 2 Cir., 201 F. 664, affd. Sub. nom. National City Bank v. Hotchkiss, 231 U.S. 50, 34 S.Ct. 20, 58 L.Ed. 115). In determining whether the parties entered into a contractual agreement and what were its terms, it is necessary to look, rather, to the objective manifestations of the intent of the parties as gathered by their expressed words and deeds (see Mencher v. Weiss, supra; Homan v. Earle, 53 N.Y. 267, 272). In doing so, disproportionate emphasis is not to be put on any single act, phrase or other expression, but, instead, on the totality of all of these, given the attendant circumstances, the situation of the parties, and the objectives they were striving to attain (see Arnold v. Gramercy Co., 15 A.D.2d 762, 224 N.Y.S.2d 613, affd. 12 N.Y.2d 687, 233 N.Y.S.2d 687, 185 N.E.2d 911; Aker v. Fredella & Co., 227 App.Div. 226, 237 N.Y.S. 442; cf. Jemzura v. Jemzura, 36 N.Y.2d 496, 503--504, 369 N.Y.S.2d 400, 408--409, 330 N.E.2d 414, 419--420).

Generally, the aim is a practical interpretation of the expressions of the parties to the end that there...