ConAgra, Inc. v. Bartlett Partnership
| Decision Date | 08 December 1995 |
| Docket Number | No. S-94-175,S-94-175 |
| Parties | , 28 UCC Rep.Serv.2d 575 CONAGRA, INC., doing business as Peavey Company, Appellee, v. BARTLETT PARTNERSHIP, Appellant. |
| Court | Nebraska Supreme Court |
Syllabus by the Court
1. Directed Verdict: Appeal and Error. In reviewing the action of a trial court, an appellate court must treat a motion for directed verdict as an admission of the truth of all competent evidence submitted on behalf of the party against whom the motion is directed; the party against whom the motion is directed is entitled to have every controverted fact resolved in his or her favor and to have the benefit of every inference which can reasonably be deduced from the evidence.
2. Directed Verdict: Evidence. In order to sustain a motion for directed verdict, the court resolves the controversy as a matter of law and may do so only when the facts are such that reasonable minds can draw but one conclusion from the evidence.
3. Statutes: Appeal and Error. The interpretation of statutes presents questions of law, in connection with which an appellate court has the obligation to reach an independent conclusion irrespective of the decision made by the court below.
4. Contracts: Intent. A contract which is written in clear and unambiguous language is not subject to interpretation or construction; rather, the intent of the parties must be determined from the contents of the contract and the contract enforced according to its terms.
5. Verdicts: Juries: Appeal and Error. A verdict is not to be set aside on appeal unless clearly wrong, and it is sufficient if any competent evidence is presented to the jury upon which it could find for the successful party.
6. Damages: Verdicts: Evidence: Appeal and Error. In awarding damages, the factfinder is not required to accept a party's evidence of damages at face value, even though that evidence is not contradicted by the evidence adduced by the party against whom the judgment is to be entered; neither is it necessary that an appellate court be able to discern the exact computations by which a verdict is reached.
7. Damages: Appeal and Error. The amount of damages to be awarded is a determination solely for the factfinder, and its action in this respect will not be disturbed on appeal if it is supported by the evidence and bears a reasonable relationship to the elements of the damages proved.
James J. McNally, Neligh, for appellant.
Jeffrey H. Jacobsen and Timothy M. Welsh, of Jacobsen, Orr, Nelson, Wright, Harder & Lindstrom, P.C., Kearney, for appellee.
In this breach of contract action, the district court, pursuant to verdict, entered judgment in favor of the plaintiff-appellee, ConAgra, Inc., doing business as Peavey Company and against the defendant-appellant, Bartlett Partnership. The partnership thereupon appealed to the Nebraska Court of Appeals, asserting, in summary, that the district court erred in (1) overruling the partnership's motion for a directed verdict made at the close of all the evidence, (2) instructing the jury, and (3) entering judgment on a verdict not supported by the evidence. In order to regulate the caseloads of the Court of Appeals and that this court, we, on our own motion, removed the matter to this court. We now affirm the judgment of the district court.
ConAgra, through its grain trading division, Peavey, operates grain elevators in various Nebraska locations and a grain merchandising office in Kearney, Nebraska. During 1992, ConAgra bought and sold in excess of 500,000,000 bushels of corn.
The partnership conducts a farming operation and consists of Roger Race, the managing partner and an experienced farmer, and three other farmers. In the summer of 1992, the partnership had approximately 2,800 acres planted in corn near Bartlett, Nebraska. In previous years, this acreage had yielded approximately 130 bushels per acre. Based on this, Race testified that he expected the total yield for 1992 to be approximately 360,000 bushels.
The land farmed by the partnership was in the Sandhills and consisted of marginal soil. Because of the soil, more water, fertilizer, and care than normal were required to secure a good crop. In 1992, the partnership undertook an extensive manure-spreading operation to improve the soil. To keep costs down, the partnership started a practice of hauling corn to ConAgra's elevator in Grand Island and then on the way back hauling manure from Hastings to the land the partnership farmed. Race testified that this unusual arrangement prompted the partnership's interest in selling its corn to ConAgra, a fact known to ConAgra.
On or about June 10, 1992, the partnership entered into a series of four contracts for the sale by the partnership and purchase by ConAgra of 300,000 bushels of corn. The first contract called for the delivery of 100,000 bushels of corn sometime in December 1992; the second for the delivery of 70,000 bushels of corn in January 1993; the third for the delivery of 65,000 bushels of corn in February 1993; and the fourth for the delivery of 65,000 bushels of corn in March 1993.
Each contract left the price to be determined by the partnership at 20 cents below the daily price of corn on the Chicago Board of Trade. The partnership had the right, up until the time of delivery, to pick the day on which the corn would be priced.
On August 13, 1992, the partnership's crop was severely damaged by a hailstorm. Race called ConAgra on August 17 or 18 to report the hail damage and talked with the plant manager in Grand Island, stating:
"I'm calling to notify you of a very severe hail." ... "We have got a lot of fields that are 90 to 100 percent gone."
....
... "I do not--I do not know my exact salvage value," but ... "We will be appraising the situation; as soon as we know where they are, I will call you and we will price the salvage value."
Race reported that the plant manager was sympathetic and told him, " 'Do not worry about it; we'll work something out.' "
About a month later, on September 23, 1992, Race called the plant manager and informed him that the salvage value would be close to 70,000 bushels, but to be on the safe side, he would like to lock in, or price out, 60,000 bushels. Race testified that at this time, he did not understand that there may have been some damages to pay if the partnership could not fulfill its contracts.
Later, on November 10, 1992, ConAgra placed a conference call to Race in an attempt to negotiate a settlement of the corn contracts. The plant manager and its grain merchandiser discussed various settlement terms with Race, but the parties were unable to reach an agreement.
After Race discussed the situation with his partners, the partnership decided that it would "try and buy a little corn, to start to fill these contracts," and the partnership eventually purchased 60,000 bushels of "wet" corn to dry in its facilities and deliver to ConAgra. Although it had priced out a total of 130,000 bushels of corn, the partnership delivered only 108,503.04 bushels, 100,000 bushels in fulfillment of the first contract and the remainder on the second contract. This left the partnership 61,496.96 bushels short of the corn it had priced out on the second contract and 130,000 bushels short of the corn it had contracted to sell in the third and fourth contracts.
On February 5, 1993, the plant manager called Race and told him that the remaining unpriced bushels would need to be priced out by February 20, 1993. The plant manager placed another call to Race on February 17 in an attempt to negotiate a settlement and scheduled a meeting for that purpose. Although the meeting took place, the parties were again unable to reach agreement.
On February 18, 1993, ConAgra bought corn on the market to cover the partnership's unfilled obligations under the contracts at a claimed total loss of $11,689.88. The verdict was for $5,803.51.
In asserting the district court erred by overruling its motion for a directed verdict, the partnership urges that as the basic assumption of the contracts was that the corn to be delivered was to be grown on the partnership's land, the destruction of the crop by a hailstorm excused the partnership's performance.
We begin our analysis of this issue by recalling that in reviewing the action of a trial court, an appellate court must treat a motion for directed verdict as an admission of the truth of all competent evidence submitted on behalf of the party against whom the motion is directed. The party against whom the motion is directed is entitled to have every controverted fact resolved in his or her favor and to have the benefit of every inference which can reasonably be deduced from the evidence. In order to sustain a motion for directed verdict, the court resolves the controversy as a matter of law and may do so only when the facts are such that reasonable minds can draw but one conclusion from the evidence. See, Melcher v. Bank of Madison, 248 Neb. 793, 539 N.W.2d 837 (1995); Hoeft v. Five Points Bank, 248 Neb. 772, 539 N.W.2d 637 (1995); Wolf v. Walt, 247 Neb. 858, 530 N.W.2d 890 (1995). However, to the extent the interpretation of statutes is involved, the questions presented are matters of law in connection with which an appellate court has the obligation to reach an independent conclusion irrespective of the decision made by the court below. See Smith v. State, 248 Neb. 360, 535 N.W.2d 694 (1995).
In urging that its performance was excused, the partnership relies on Neb. U.C.C. §§ 2-613 and 2-615 (Reissue 1992). Section 2-613 governs casualty to identified goods and provides in relevant part:
Where the contract requires for its performance goods identified when the contract is made, and the goods suffer casualty without...
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