Burch v. South Carolina Cotton Growers' Co-Op. Ass'n

• Decision Date: 17 August 1936
• Docket Number: 14346.
• Parties: BURCH v. SOUTH CAROLINA COTTON GROWERS' CO-OP. ASS'N.
• Court: South Carolina Supreme Court

187 S.E. 422

181 S.C. 295

BURCH v. SOUTH CAROLINA COTTON GROWERS' CO-OP. ASS'N.

No. 14346.

Supreme Court of South Carolina

August 17, 1936

Appeal from Florence County Court; R. W. Sharkey, Judge.

Action by L. T. Burch against the South Carolina Cotton Growers' Co-operative Association. From a judgment in favor of the plaintiff, the defendant appeals.

Reversed and remanded.

Bridges & Oulla, of Florence, and Sloan & Sloan, of Columbia, for appellant.

McEachin & Townsend, of Florence, for respondent.

PER CURIAM.

The evidence in this case discloses the following undisputed facts: On October 13, 1931, the plaintiff Burch entered into a written contract with the defendant association, under which he placed nine bales of cotton with the latter on what was known as its "optional pool plan." An advance on this cotton of $207.34 was made at the time, which represented its value, less 2 cents per pound. On June 1 1932, the association wrote Burch, to which he made no reply that it would be necessary, because of a decline in the market, for him to furnish further margin in the amount of $2 per bale. The cotton was sold by the association on the same day, June 1, 1932, and the proceeds of sale, after deducting expenses and a membership fee of $5, were paid to Swift & Co., mortgagee, and statements were mailed to Burch showing the sale, disbursements, and the closing of his account. On October 4 1933, Burch wired the association to sell the nine bales of cotton, and in reply thereto was advised of the sale and accounting of June 1, 1932. It may be here added that the plaintiff had also placed with the association three bales under the "annual pool plan," but the disposition of this cotton is not an issue in the case. It was referred to, however, because in settling for it the accounting statement of the defendant showed another deduction of $5 as a membership fee.

This action was brought on June 13, 1935, in which the plaintiff alleged that at the time he directed the association to sell his cotton its value was $508.47; that he maintained at all times an adequate margin to preserve his rights under the agreement; and that the sale by the association on June 1 1932, was without authority from him and was an unlawful breach of the contract, and that he was damaged thereby in the sum of $270.74. For this amount he asked judgment.

The defendant by its answer interposed a general denial. It also alleged that the agreement between it and Burch was a marketing one and that the writing represented the entire contract; that the title to the cotton was vested in the association and that it had full power to control it as it deemed advisable; that on or about June 1, 1932, it was compelled to sell the nine bales as provided by the contract and laws of the state pertaining to cooperative marketing the proceeds of the sale being duly accounted for to the plaintiff.

The case was tried in the civil court of Florence on September 17, 1935. The defendant's motions for a nonsuit and for a directed verdict, made at proper stages of the trial, were refused and the jury found for the plaintiff $246.50. This appeal followed.

Error is imputed to the trial judge in the following particulars: (1) In ruling that sections 6 and 11 of the written contract were repugnant to each other; (2) in permitting the introduction of certain evidence; and (3) in overruling the defendant's motion for a directed verdict. These we will consider in the order named.

First. Involved in this question is appellant's complaint that the court admitted parol evidence concerning the "optional pool plan" that was inconsistent with and contradictory to the written contract. We quote here the sections of the agreement referred to:

"6. The Association shall establish seasonal pools. The Association (through its board of directors) may create other pools and permit other optional price fixation and (or) sales privileges on account of cotton delivered hereunder, such options to include daily fixation privileges. The Association shall, from time to time, have the right to make such rules and regulations as it may deem proper governing all of said pools and options and to allocate expenses between pools and members as it may in its conclusive discretion deem equitable."

"11. The Grower agrees that title to the cotton delivered hereunder shall pass absolutely to the Association upon delivery; and that the Association may borrow money in its name on the cotton through drafts, acceptances, notes or otherwise, or on any warehouse receipts or bills of lading or upon accounts for the sale of cotton or on any commercial paper delivered therefor."

The plaintiff testified, over objection, that Dent defendant's agent through whom the nine bales of cotton were placed with the association under its optional pool plan, told him at the time that they had two different pools and explained to him what they were: That he could put his cotton in the annual pool where the association would have exclusive right to sell it, or in the optional pool where the producer would have the right to say when it should be sold. Dent, as a witness for plaintiff, stated that he was in the employ of the defendant as a cotton classer in October, 1931, and as such received the cotton for the association, and that it was delivered for the optional pool. When asked what was meant by "optional pool," he said that "it means that cotton is placed just like on futures, as long as he keeps the cotton properly margined for the fiscal cotton year, it is to be sold at the direction of the farmer," and that the plaintiff understood when he placed it that if he did not keep it adequately margined, the association would sell it; that the witness did not...