Campbell Printing-Press Co. v. Thorp

• Decision Date: 16 October 1888
• Parties: CAMPBELL PRINTING-PRESS CO. v. THORP et al.
• Court: U.S. District Court — Eastern District of Michigan

36 F. 414

CAMPBELL PRINTING-PRESS CO. v. THORP et al.

United States Circuit Court, E.D. Michigan.

October 16, 1888

Charles A. Kent, for plaintiff.

W. L Carpenter, for defendants.

Before JACKSON, Circuit Judge, and BROWN, District Judge.

BROWN J.,

(after stating the facts as above.) The correctness of the referee's ruling depends largely upon the proper construction of the guaranty that the presses should be free from defects of material or workmanship, and should do their work satisfactorily. There is no doubt of the general proposition that where one party agrees to do a piece of work to the satisfaction of another, the excellence of which work is wholly or in part a matter of taste, such, for instance as a portrait, a photograph or bust, a suit of cloths, a musical instrument, or a piece of furniture, the buyer may reject it without assigning any reason for his dissatisfaction. In such case the law cannot relieve against the folly of the vendor, by inquiring whether the dissatisfaction of the vendee was based upon reasonable grounds or not. It is even doubtful whether it can inquire into the good faith of the vendee's decision. Brown v. Foster, 113 Mass. 136; McCarren v. McNulty, 7 Gray, 139; Gibson v. Cranage, 39 Mich. 49; Hoffman v. Gallaher, 6 Daly, 42; Zaleski v Clark, 44 Conn. 218; McClure v. Briggs, 58 Vt 82, 2 Atl.Rep. 583. The true doctrine is expressed in McCarren v. McNulty, 7 Gray, 139, 141:

'It may be that the plaintiff was injudicious or indiscreet in undertaking to labor and furnish materials for a compensation, the payment of which was made dependent upon a contingency so hazardous or doubtful as the approval or satisfaction of a party particularly in interest. But of that he was the sole judge. Against the consequences resulting from his own bargain the law can afford him no relief. Having voluntarily assumed the obligations and risk of the contract, his legal rights are to be ascertained and determined solely according to its provisions.'

Other cases extend the same doctrine to contracts for the performance of labor, or for the support of another to his satisfaction. In such case the employer may be wholly dissatisfied with the character of the service rendered, or the beneficiary made exceedingly uncomfortable by his surroundings, without in either case being able to assign what the law would recognize as a sufficient reason for his dissatisfaction. It makes him, however, the sole judge of the reasonableness of his own discontent. Taylor v. Brewer, 1 Maule & S. 290; Rossiter v. Cooper, 23 Vt. 522; Tyler v. Ames, 6 Lans. 280; Spring v. Clock Co., 24 Hun. 175; Hart v. Hart, 22 Barb. 606; Ellis v. Mortimer, 1 Bos.& P.N.R. 257.

Whether these words should receive the same construction where the suitableness of the article furnished involves no question of taste or personal feeling, but simply one of mechanical fitness to do a certain work, or accomplish a certain purpose, admits of some doubt. The authorities are not entirely harmonious, but the decided weight of authority is in favor of the construction given to it by the referee. So far as this state is concerned, two decisions seem to put the matter entirely at rest. In Machine Co. v. Smith, 50 Mich. 565, 15 N.W. 906, it was held that where the vendor of a harvesting-machine gave a warranty that the contract of purchase should be of no effect unless the machine worked to the buyer's satisfaction, it was held the purchaser had reserved the absolute right to reject the machine, and that his reasons for doing so could not be investigated. A still stronger case is that of Manufacturing Co. v. Ellis, 35 N.W. 841. The agreement was that a certain grain-binder should do good work and 'give satisfaction.' It was held that, unless the defendant was satisfied with the machine, although it did good work, he was not bound to purchase. See, also, Platt v. Broderick, 38 N.W. 579. In the case of Machine Co. v. Chesrown, 33 Minn. 32, 21 N.W. 846, plaintiff guarantied to furnish defendant a cord-binder guarantied to work satisfactorily. It was held that in case, upon reasonable trial, it did not work satisfactorily, it was unnecessary for the defendant to return it to plaintiff, but it was sufficient for him, within a reasonable time, to notify plaintiff, in substance, that it did not work satisfactorily, and that he declined to accept it. The same ruling was made with regard to a steam-boat, in Gray v. Railroad Co., 11 Hun, 70; with regard to a machine for generating gas, in Aiken v. Hyde, 99 Mass. 183; with regard to a fanning-mill, in Goodrich v. Van Nortwick, 43 Ill. 445; and with regard to a passenger elevator, in Singerly v. Thayer, 108 Pa.St. 291, 2 Atl.Rep. 230. In this latter case a large number of authorities are cited by counsel and court to the same effect. The New York cases at first blush would seem to lay down a different rule, but when carefully examined the difference is more apparent than real. The earliest case is that of Folliard v. Wallace, 2 Johns. 395, in which one covenanted that in case the title to a lot of land conveyed to him should prove good and sufficient in law, that he would pay to a third party, three months after he should be well satisfied that the title was undisputed and good against all other claims. It was held that the award of certain commissioners on the title in favor of the covenantor ought to satisfy him, and that it was not enough for the defendant to allege that he was not satisfied with the title without some good reason being assigned for his dissatisfaction, and that he was not to judge for himself, but that the law would determine when he ought to be satisfied. Chancellor KENT, who delivered the opinion, observed that 'if the defendant were left at liberty to judge for himself when he were satisfied, it would totally destroy the obligation, and the agreement would be absolutely void. ' In City of Brooklyn v. Railway Co., 47 N.Y. 475, an action was brought upon a covenant in which the defendant agreed to keep the pavement of certain streets in thorough repair within the tracks, etc., under the direction of such competent authority as the common council might designate. The court held that, if the pavement were kept in thorough repair, it was sufficient, though it was kept up without direction from the competent authority designated by the common council. 'That which the law shall say a contracting party ought in reason to be satisfied with, that the law will say he is satisfied with. ' A like ruling was made in Miesell v. Insurance Co., 76 N.Y. 115, with reference to the certificate of a physician in a life insurance case; and, finally, in Boiler Co. v. Garden, 101 N.Y. 387, the parties entered into a contract by which plaintiff agreed to alter certain boilers belonging to defendants, for which the defendants agreed to pay the stipulated price 'as soon as they are satisfied the boilers as changed are a success. ' In an action to recover the contract price, the defendants claimed the question as to whether the work was a success was one alone for them to determine. This was held to be untenable, and that a simple allegation of dissatisfaction without a...