Century Plastic Corp. v. Tupper Corp.

• Decision Date: 06 February 1956
• Citation: 131 N.E.2d 740,333 Mass. 531
• Parties: CENTURY PLASTIC CORP. v. TUPPER CORPORATION.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

Page 740

131 N.E.2d 740

333 Mass. 531

CENTURY PLASTIC CORP. v. TUPPER CORPORATION.

Supreme Judicial Court of Massachusetts, Worcester.

Argued Sept. 26, 1955.

Decided Feb. 6, 1956.

Henry E. Manning and Joseph Goldberg, Worcester, for plaintiff, submitted a brief.

John P. Dunn, Shrewsbury, for defendant.

Before QUA, C. J., and RONAN, SPALDING, WILLIAMS and COUNIHAN, JJ.

RONAN, Justice.

This is an appeal from a final decree ordering the reformation of a general release dated November 21, 1950, given by the plaintiff to the defendant by excluding therefrom certain claims which the plaintiff had against the defendant on the ground that the failure to exclude them from the general release was due to the mutual mistake of the parties. The suit is here with a report of the evidence and a report of the material facts.

The plaintiff, a manufacturer of plastic goods, whose factory was in Hudson, delivered to the defendant in 1946 goods and merchandise of the alleged value of $2,374.50. Other than $499.50, the defendant made no further payment. The last check sent to the plaintiff which was for $99 was returned to the defendant at about the time the release was signed. The plaintiff then brought an action to recover the balance and the defendant, contending that the goods were defective, brought a cross action for breach of warranty. The parties conferred at the court house in May, 1950, when the cases were nearly reached for trial. The defendant's offer of $1,000 was rejected and the conference ended without settlement.

Sometime before this conference, the defendant had purchased the inventory, occupied the quarters, and retained most of the employees of a corporation located in New York and known as Hostess Home Accessories, Inc. The defendant subsequently set up what it acquired from this New York concern as a department and conducted business under the name of Tupper Corporation, Hostess Division. Among the employees retained by the defendant when it took over the assets of the New York corporation was one Porcari who had been and continued as purchasing agent. He had done business previously with the plaintiff. Porcari early in September, 1950, had ordered goods from the plaintiff but Hostess Home Accessories, Inc., was slow in paying its previous bills. The plaintiff was not anxious to sell goods to that concern. Porcari told the plaintiff's president that the defendant had taken over Hostess Home Accessories, Inc., and was going to pay all the latter's debts, that the defendant was going to operate Hostess Home Accessories, Inc., as a separate entity, but that the bills were going to be paid or guaranteed by the Tupper Corporation. The plaintiff's president had read in a trade paper that the defendant had taken over this New York concern. The plaintiff accepted the orders from Porcari and delivered the goods to the New York plant in September and October, 1950. The goods were inspected by Porcari and found to be satisfactory. The invoices which amounted to $1,796.63 were approved by Porcari and sent to the defendant's head-quarters in this State where they came to the attention of the defendant's president and treasurer, one Earl S. Tupper.

On November 20, 1950, when the action and cross action were about to be reached for trial, the attorneys for the parties and the plaintiff's president and treasurer met at the court house. Tupper, who was not present, authorized his attorney to offer $1,300 which was done in the course of the conference, and the plaintiff accepted the offer. Agreements for judgment were filed and general releases were drafed by the defendant's attorney, executed the next day, and exchanged between the parties. The releases were executed by the plaintiff and by one Sharaf, its president and treasurer, and one Jaffe, its vice-president, and ran to Tupper Plastics, Inc., and Earl S. Tupper. Subsequently, a new release running also to Tupper Corporation was substituted and given to the defendant. Hostess Division was not mentioned in either release.

The plaintiff wrote to the New York concern on November 20, 1950, requesting payment of the goods sold in September and October, 1950, and Porcari after consulting with the controller, at Hostess, one Howzdy, replied under the date of December 1, 1950, that a check would be forwarded in the very near future.

The issue here is whether the general release given by the plaintiff was intended to include both the claims for 1946 and 1950 or only the 1946 claims.

The release given by the plaintiff to the defendant was couched in the broadest language and was free from ambiguity. It contained nothing to indicate that it did not embrace within its terms all claims which the plaintiff had against the defendant. Gold v. Boston Elevated R. Co., 244 Mass. 144, 147, 138 N.E. 251; Willett v. Herrick, 258 Mass. 585, 594, 155 N.E. 589; Radovsky v. Wexler, 273 Mass. 254, 257, 173 N.E. 409; Tupper v. Hancock, 319 Mass. 105, 108, 64 N.E.2d 441. In the absence of fraud, accident, or mistake it could not be reformed or rescinded. O'Reilly's Case, 258 Mass. 205, 208, 154 N.E. 851; Levin v. Bernstein, 269 Mass. 542, 543, 169 N.E. 430; Perkin's Case, 278 Mass. 294, 301, 180 N.E. 142. The plaintiff does not seek relief on any ground other than mutual mistake. The mistake of one party is not adequate ground for relief. The mistake must relate to the same subject matter and be shared in by both parties. Page v. Higgins, 150 Mass. 27, 22 N.E. 63, 5 L.R.A. 152; Barrell v. Britton, 252 Mass. 504, 508, 148 N.E. 134; Martin v. Jablonski, 253 Mass. 451, 453, 149 N.E. 156.

There was no question concerning the quantity, quality, or price of the goods shipped to Hostess Division, or that they were not used in the usual course of its business. Tupper knew as early as October 25, 1950, of the receipt of these goods by Hostess. He testified that Porcari had no authority to purchase them but the ostensible authority was his real authority. Brooks v. Shaw, 197 Mass. 376, 380, 84 N.E. 110; Danforth v. Chandler, 237 Mass. 518, 522, 130 N.E. 105. He also testified that he did not recognize the plaintiff's claim for these goods. He never notified the plaintiff that the defendant would not pay the bill. On the...