Appeal
from District Court, Yellowstone County; A. C. Spencer
Judge.
HOLLOWAY
J.
Early
in 1916 the plaintiff delivered to the defendant a quantity
of seed beans to be planted on lands in Yellowstone county
pursuant to the terms of a letter theretofore written by the
defendant, the material portions of which follow:
"Messrs.
D. M. Ferry & Co., Detroit, Michigan. I agree, on the terms
and conditions stated below, to raise for you, on lands
[describing them] * * * 30 acres Golden Wax beans, 10 acres
Giant Stringless Gr. Pod beans.
"I
agree properly to prepare and plant such lands with stock
seed to be furnished by you free on board cars at Shepherd;
to harvest, cure, separate and clean, as well as possible
with ordinary farm machinery, its entire seed product, in
such manner as to secure the greatest possible return of
seed suitable for seedsman's use; and to sack, and
deliver all the seed to you free on board cars at Shepherd
as soon as the seed can be put in suitable condition, and
before November 30, 1916, without wasting, feeding,
selling, reserving or allowing any portion of the crop of
seed furnished to pass from my possession except as
delivered to you. The stock seed and seed crop produced
from it is, and shall remain your property except as
otherwise stated in this contract.
"In
order to prevent hybridization and to keep the crop pure, I
agree that during the life of this contract I will not grow
seeds of the same species for any other person, and as far
as I am able to prevent it, there shall be no other plants
of the same species grown within ten rods of this crop. I
will take at all times every reasonable precaution to keep
the crop pure and to prevent seed of any chance plants of a
different variety or of a stock of the same variety
different from that sent me by you becoming mixed with
seeds grown under this agreement. You or your agents may at
any time enter the field and at your own expense make such
examination, selections or rejections as you or they deem
desirable for the betterment of the crop for seed purposes,
and you or they shall not be liable for necessary damage,
if any, to my crop resulting from such work.
"*
* * You may refuse to accept the crop if less than
eighty-five per cent. (85%) of the seeds are vital, or if
in your judgment the crop is in any other respect unfit for
seedsman's use and cannot be made fit without an
unreasonable amount of cleaning or hand picking. * * * In
case you refuse to accept the crop, its title shall vest in
me and I agree to reimburse you immediately for stock seed
and bags furnished, and for all freight charges," etc.
"In
consideration of the faithful carrying out of this
agreement by me and as full compensation for my services,
you are to pay me at the rate of four and one-half cents (4
1/2¢) per pound for the Golden Wax and four and one-fourth
cents (4 1/4¢) per pound for the Giant Stringless Green Pod
Beans when delivered on board car in good condition for all
seed (in excess of the stock seed furnished me), delivered
under this contract and accepted by you; payment to be made
immediately upon your acceptance of the seed. No payment is
to be made for any seed which you do not consider
sufficiently pure, clean and dry for seedsman's use and
no credit is to be given for dirr. or for damaged or poor
seed which has to be removed. * * * This letter, when
accepted by you, shall constitute our contract, and be
construed according to Michigan Laws. There are no
agreements or understandings regarding the subject matter
of this letter other than expressed above.
Yours
truly, Claud E. Forquer."
"Accepted
at Detroit, Michigan, this third dap of March, 1916.
D. M.
Ferry & Co.,
By R.
H. Moore."
This
action was brought to recover damages for the alleged
wrongful conversion by defendant of the crop of beans grown
and harvested, and the controversy presents for determination
the question: In which of the parties was the title to the
property on December 14 when defendant sold and delivered the
crop to a third party? The trial court held that title was in
the plaintiff, and directed a verdict in its favor. From the
judgment entered thereon and from an order denying him a new
trial the defendant appealed.
The
acceptance of the terms of defendant's letter by the
plaintiff completed the contract between the parties, and
constituted the entire agreement. From it the answer to the
inquiry above must be sought. It is elementary that a
contract must receive such interpretation as will give effect
to the intention of the parties at the time of contracting (
Quirk v. Rich, 40 Mont. 552, 107 P. 821), and that
the intention is to be gathered from the entire agreement (
Savings & Loan Soc. v. Purvis, 112 Cal. 236, 44 P.
561, 53 Am. St. Rep. 210). It is also a
rule of general application that it is the substance of the
agreement rather than the form--the spirit rather than the
letter--which must control its interpretation. Liquid
Carbonic Co. v. Quick, 182 F. 603, 105 C. C. A. 141.
Applying
these principles to the instrument before us, there does not
appear to be room for a difference of opinion as to the
intention of the parties or the character of their
transaction. The letter declares that it was the intention
that defendant should raise the crop of beans for the
plaintiff, and every other provision but adds emphasis to
that purpose. It is argued by counsel for defendant that the
provision that plaintiff might refuse to accept the crop, or
part of it, is altogether inconsistent with the theory that
title was in the plaintiff, but not so. The letter declares
that--
"The
stock seed and seed crop produced from it is and shall remain
your property except as otherwise stated in this
contract."
The
exception is that plaintiff might refuse to accept the crop
if less than 85 per cent. of the beans should prove to be
vital, or if the crop should be otherwise unfit for
seedsman's use. In other words, title was in the
plaintiff until it rejected the crop for either of the
reasons mentioned, and then, and not until then, should title
vest in the defendant. The defendant wrote: "In case you
refuse to accept the crop, its title shall vest in me."
The term "vest" as therein employed, means to
descend; to take effect; and the parties intended...
