Church v. Proctor, 102.

• Decision Date: 02 February 1895
• Docket Number: 102.
• Citation: Church v. Proctor, 66 F. 240 (1st Cir. 1895)
• Parties: CHURCH et al. v. PROCTOR.
• Court: U.S. Court of Appeals — First Circuit

66 F. 240

CHURCH et al. v. PROCTOR.

No. 102.

United States Court of Appeals, First Circuit.

February 2, 1895

William G. Roelker, for plaintiffs in error.

William A. Pew, Jr., Thomas A. Jenckes, and Charles A. Wilson, for defendant in error.

Before PUTNAM, Circuit Judge, and NELSON and ALDRICH, District Judges.

ALDRICH District Judge.

At the time the parties entered into the contract involved in this controversy, Proctor, the plaintiff below, was engaged in a general fishing business at Gloucester, in the state of Massachusetts, and in preparing and placing on the general market different kinds of fish, and especially in splitting and slivering a fish called 'menhaden,' and placing the same upon the market; and the defendants, at Tiverton, in the state of Rhode Island, were engaged in the business of catching and supplying menhaden, and possessed superior facilities for so doing. On the 3d day of August, 1888, at Tiverton, the parties entered into an agreement in the words following:

'Tiverton R.I., Aug. 3, 1888.

'We agree to pay Joseph Church & Co. for what menhaden they land at Still's Wharf, Tiverton, R.I., $1.00 per barrel, cash on demand, and they to have, free of cost to them, the heads and guts landed at their dock in a boat that they furnish. Providing crews of steamers refuse to bail the fish, we agree to bail them at no extra charge to Joseph Church & Co.

'J. O. Proctor, Jr.

'Joseph Church & Co., Manufacturers of Menhaden Oil, Guano and Fertilizers.

'Tiverton, R.I., Aug. 3, 1888.

'We agree to furnish menhaden to J. O. Proctor, Jr., alongside Still's Wharf, Tiverton, R.I., at $1.00 per barrel, from now until he gets through slivering for the year 1888.

Joseph Church & Co.

'It is understood that when fish in tubs, Joseph Church & Co. hoist them, and J. O. Proctor hauls them out, and dumps them.

'Joseph Church & Co.'

At the trial below, Proctor, contending that the written agreements of August 3d did not contain the entire oral contract between the parties made on an earlier day, introduced oral evidence tending to show that, on a day prior to August 3d, he agreed to take, and Church & Co. agreed to deliver, at least 100 barrels of the menhaden fish on each day during the slivering season in the year 1888. To this evidence the defendants objected, and excepted on the ground that its effect was to change or add to the obligations of the parties as expressed in their written contract. We think the writings, taken together, constitute a complete legal engagement, and that evidence of an express oral agreement between the parties at an earlier day, to deliver a specific quantity of fish daily, was incompetent, for the reason that it reads into the written contract an element not necessarily a part thereof. It seems to us that the writings constitute one of those common agreements whereby one person agrees to supply for a stated price, and another person agrees to buy, all the articles in a certain line required for his family's use or for his business during a certain period. Such a contract is not indefinite, for the reason that the requirements of the family or business may be approximately known, and the quantities are to be determined by the reasonable demands of such family or business. By the terms of the contract expressed in writing, Church & Co. in effect agreed to deliver, and Proctor in effect agreed to receive, such quantities of menhaden as might be reasonably required by his business, to be delivered and received during the period and at the place and price designated in the contract. Proctor was not bound to receive, and Church & Co. were not bound to deliver, more than was reasonably required by the business to which the contract had reference. From the nature of the subject-matter to which the contract related, the quantity was necessarily uncertain. Proctor's requirements were subject to the fluctuations incident to the season and the demands of the market, and Church & Co.'s catch was subject to the weather and other elements of uncertainty incident to their enterprise. The undertaking of the parties, therefore, like all contracts of this character, were subject to the contingencies which ordinarily affect catching and using fresh fish. Interpreting the writings, therefore, with reference to the subject-matter, and the understood situations of the parties, the contract was complete on its face, in the sense, of course, that it was as complete as contracts regulating undertakings of this character can well be made. The meaning was that one of the parties should receive such quantities as his business required, and the obligation of the other party was to answer such requirements, but in no event to exceed their catch, as their undertaking was subject to the contingencies ordinarily incident to an enterprise of the character of that in which Church & Co. were engaged. In such sense, the contract was a complete obligation, and evidence of a prior oral agreement to deliver daily a specific quantity of fish was inconsistent with its meaning, and therefore incompetent.

So much as to the face of the contract and its meaning as interpreted with reference to the subject-matter generally, but it is said by Church & Co. that, looking further to the subject-matter as disclosed by the record, the contract is altogether void, for the reason that it is against public policy. The ground of this objection, stated generally, is that Proctor, taking advantage of the scarcity of mackerel in 1888, conceived the idea of putting upon the markets generally the menhaden, as a food fish, split and salted, packed in barrels, tubs, pails, and other packages, and variously branded with misleading and deceptive marks and characters, as, for instance, 'Alaska Mackerel, for Family Use.' Proceeding upon the theory that the facts, if shown, would disclose a contract which would not be upheld, Church & Co. offered evidence to show the character of the marks and brands placed upon the casks and barrels containing the fish, and upon Proctor's objection this evidence was excluded, subject to exception. At the conclusion of all the evidence in the case, the defendants moved for verdict 'on the ground that it appeared from the plaintiff's testimony that the purpose for which he intended to use and did use the fish which were the subject-matter of the contract sued upon was illegal, and against public policy, as being a fraud and an imposition on the public, and * * * illegal, in being in violation of chapter 114 of the Public Statutes of Rhode Island. ' The court below refused to direct the verdict, and the defendants excepted.

The record does not clearly show that Proctor's deceptive and unwarrantable purpose existed during the entire period covered by the contract, and for this reason the court below could not have properly directed a verdict upon the ground stated in the motion. We think, however, that Church & Co. under the line of defense disclosed, were entitled to show fully the purpose of Proctor at the time of the contract, the use which he made of the fish furnished, and the manner in which they were placed upon the market, and that the...