Bullard v. Eames

• Decision Date: 23 October 1914
• Citation: Bullard v. Eames, 219 Mass. 49, 106 N.E. 584 (Mass. 1914)
• Parties: BULLARD v. EAMES et al.
• Court: Supreme Judicial Court of Massachusetts

219 Mass. 49

106 N.E. 584

BULLARD v. EAMES et al.

Supreme Judicial Court of Massachusetts, Hampden.

October 23, 1914

Oct 23, 1914.

COUNSEL

James B. Carroll, William H. McClintock, and John F. Jennings, all of Springfield, for plaintiff.

Green & Bennett, of Springfield, for defendant Nash.

OPINION

CROSBY J.

This is an action to recover damages for the breach of an executory contract entered into by the parties. The defendant

Eames having been defaulted in the superior court, the case comes before this court upon the exceptions of the defendant Nash.

The plaintiff, being the owner of certain inventions called controllers and regulators, for use upon automobiles, upon which inventions applications for letters patent were pending, on April 27, 1911, entered into three written agreements with the defendants, as follows:

(A) A contract wherein the plaintiff agreed to manufacture for the defendants 1,000 sets of controllers and regulators for the sum of $2,500, upon the terms therein set forth;

(B) A contract whereby, under certain conditions and contingencies, the plaintiff was to be employed by the defendants (or by a proposed corporation which they might organize) to manufacture the devices above referred to; and

(C) A contract whereby the plaintiff made a conditional assignment to the defendants of his rights to patents in said inventions.

These three instruments, A, B and C, 'were simultaneously executed and delivered by the parties as part of one transaction.'

The plaintiff in the first count of his declaration declares upon contract A, and avers performance on his part and a breach thereof by the defendants. There is a sufficient averment of damages occasioned by such breach.

The second count declares upon contract B, and otherwise is similar to the first count.

The case was referred to an auditor, whose findings of fact it was agreed should be final. The auditor found that 'during the month of June, 1911, and before the giving of the notice hereinafter referred to, [the defendants] had violated their part of contract A by failure to accept deliveries and make payments as therein provided.' He further found that there was due the plaintiff, by reason of the breach of the contract A, the sum of $1,020 as damages.

Afterwards the case was heard by a judge of the superior court sitting without a jury, at which hearing 'no evidence was introduced by either party other than said 'auditor's report prepared in answer to order of recommittal,' and said patent assignment marked 'C.' The judge found for the plaintiff upon the first count in the sum of $1,104.97, and for the defendants upon the second count.'

The trial judge also found 'that contracts B and C did not at any time go into effect so that their provisions attached or affected the plaintiff's rights under the contracts.'

In order to determine the questions raised by the exceptions it is necessary to consider the scope and effect of the contracts entered into by the parties. The fact that three separate agreements were made and executed 'as part of one transaction' would not seem to affect the legal rights of the parties in any way different from that which would have resulted if all had been embodied in a single instrument.

From the nature of the agreements between the parties as recited in contracts A, B and C, it is clear that the provisions of contract A were first to be carried out; that the plaintiff was absolutely bound to manufacture 1,000 sets of the devices comprising one regulator and one controller, the same to be manufactured and delivered within the time stipulated in the contract; and that by the terms of the contract the defendants were equally bound to accept such deliveries and pay for them as therein stipulated.

The provision for the manufacture of 1,000 sets for $2,500 was an entire contract. Although the devices were to be delivered at the rate of 100 sets a week, with a provision for an advance payment of $300 by the defendants to the plaintiff at the time of the execution of the contract, and certain weekly payments were thereafter to be made, yet these provisions do not in any way change the nature of the contract or tend to show that it is separable, as where different and distinct articles are sold for different prices. Barlow Manuf. Co. v. Stone, 200 Mass. 158, 86 N.E. 306; Fullam v. Wright & Colton Wire Cloth Co., 196 Mass. 474, 82 N.E. 711; Stewart v. Thayer, 168 Mass. 519, 47 N.E. 420, 60 Am. St. Rep. 407.

The undisputed facts and the finding of the auditor show that the plaintiff in accordance with the contract manufactured and had ready for delivery 400 sets before mailing to the defendants the notice of July 1, 1911, but that the defendants, although duly notified by the plaintiff, failed and refused to accept any of the sets or to pay for them.

We are of opinion that contract A is absolute in its terms and provides for the unconditional manufacture of the first 1,000 sets, and is not affected or modified by the provisions of contracts B or C. It is true that contract B provides that if the defendants do not employ the plaintiff to manufacture the devices under a contract the defendants will, so long as they hold the rights and inventions assigned to them by the plaintiff, employ him and pay him a salary of $1,500 for at least one year 'after said Bullard ceases to manufacture said devices by contract.' When the plaintiff notified the defendants that he terminated contract A because of their refusal to accept and pay for the 400 sets manufactured, and refused further to manufacture sets, it does not follow that thereafter he had ceases 'to manufacture said...