Crucible Steel Co. of America v. Premier Mfg. Co., Inc.

• Decision Date: 07 May 1920
• Court: Connecticut Supreme Court
• Parties: CRUCIBLE STEEL CO. OF AMERICA v. PREMIER MFG. CO., Inc.

110 A. 52

94 Conn. 652

CRUCIBLE STEEL CO. OF AMERICA v. PREMIER MFG. CO., Inc.

Supreme Court of Errors of Connecticut.

May 7, 1920

Appeal from Court of Common Pleas, Fairfield County; John J. Walsh Judge.

Action by the Crucible Steel Company of America against the Premier Manufacturing Company, Incorporated. Judgment for defendant and plaintiff appeals. Reversed and remanded, with directions to enter judgment for plaintiff.

Prior to June 18, 1918, plaintiff sold and delivered to defendant five separate invoices of goods at agreed prices as follows $399.42, $138.38, $73.80, $105.68, $64.14. There was no dispute concerning the first three of these items. The other two were in dispute because the plaintiff claimed that they had been shipped from Pittsburgh instead of from New Haven as ordered, and claimed that it had not received the goods. On June 18th the defendant sent the plaintiff a check for $606.91 corresponding to the amount of the undisputed items less a claimed countercharge of $4.69. Subsequently this action was brought to recover for the two items remaining unpaid, together with some small incidental charges. Defendant pleaded in paragraph 1 of its first defense that it had never received the merchandise, and in the second paragraph that it had paid the other charges specified in the bill of particulars, and, as a second defense, that the check in question was tendered and accepted in full settlement of all invoices to date. The trial court found that the defendant did receive the merchandise in question and did agree to pay for it as alleged; that it had already paid for the other charges in the bill of particulars; and gave judgment for the defendant on the issue of accord and satisfaction raised by the second defense. Other material facts found are as follows: In connection with the dispute over the two items of $105.68 and $64.14 the defendant had been negotiating with the manager of the plaintiff's New Haven office, and on May 15th wrote him a letter, of which the material parts follow:

" We will pay your invoice amounting to $399. We will also pay your invoice for $66 (meaning the $64.14 item) and render you a bill which we are doing to-day for 18 3/4 pounds high speed steel bar ends and pieces at 25 cents a pound, thus settling all matters at issue with your company, with the exception of one bill for $105 covering material lost in transit.

" After carefully investigating this matter with counsel, we find that bill for $105 on lost shipment was for material ordered from New Haven, which you shipped from Pittsburgh, and claim release from responsibility upon exhibition of clear receipt f. o. b. that place. This bill we decline to pay, and reiterate our former contention that you should have entered claim and collected accordingly. Had this material been shipped f. o. b. New Haven, as per the order, we find that Interstate Commerce Commission rating would have applied.

" In conclusion we strongly urge that your company give this matter careful reconsideration before instituting suit which we will defend."

Not hearing anything in reply to this letter the defendant, on June 18th, sent by mail to the plaintiffs' office in Pittsburgh a check for $606.91, on the back of which was the following memorandum:

In full settlement of invoices to date $606.91 less % discount

3/27 $138.38

5/17 73.80

399.42

$611.60

5/15

contra 4.69

In tendering the check defendant intended to pay its entire indebtedness to the plaintiff according to the defendant's understanding of that indebtedness, and to settle thereby all matters in dispute between the plaintiff and defendant up to the date of the check. Plaintiff accepted the check, wrote the defendant for an explanation of the " contra account," gave the defendant credit on its books for the invoices listed on the back of the check, and continued to bill the defendant for the other invoices and items contained in the bill of particulars.

Albert H. Barclay, of New Haven, for appellant.

Frank M. Canfield, of Bridgeport, for appellee.

BEACH J.

We find it unnecessary to consider the claims for correction of the finding, because the question whether the judgment for the defendant on the issue of accord and satisfaction can be supported turns wholly on the construction to be put upon the writing on the back of the check dated June 18th.

The defense of accord and satisfaction requires the defendant to allege and prove a new contract based upon a new consideration. " There must be a new agreement with a new consideration." Goodrich v. Stanley, 24 Conn. 613,...