Dexter Yarn Co. v. American Fabrics Co.
| Decision Date | 11 June 1925 |
| Court | Connecticut Supreme Court |
| Parties | DEXTER YARN CO. v. AMERICAN FABRICS CO. |
Appeal from Superior Court, Fairfield County; John P. Kellogg Judge.
Action by the Dexter Yarn Company, vendor, against the American Fabrics Company, vendee, to recover damages for breach of contract of sale of cotton yarn and for recovery of money claimed to have been overpaid by vendor. Judgment for defendant, with appeal by plaintiff, and also appeal as to finding by defendant. No error.
A " waiver" is a voluntary relinquishment of a known right, and is a fact or a conclusion from facts.
The finding discloses the following facts, among others: The plaintiff is a Rhode Island corporation, engaged in the business of manufacturing and selling cotton yarn. The defendant is a Connecticut corporation, engaged in the business of manufacturing and selling cotton fabrics including the manufacture of lace made of cotton yarn, upon circular lace machines, adapted to make lace from coarse cotton yarns.
The plaintiff knew the requirements of the defendant as to the quality, spinning, twisting, and inspection of yarn for use in their lace machines. On or about December 18, 1919, an agent of the plaintiff attempted to sell to defendant yarn from a Southern mill, and stated that it would be equal to yarn the plaintiff had manufactured and sold defendant for years, and would be satisfactory for the defendant's manufacturing purposes. The purpose of the agent in exhibiting the samples and making the statements was to induce the defendant to purchase large quantities of this Southern yarn, and the natural tendency of the statements was to induce the defendant to make such purchase The samples were of good quality, evenly spun and twisted and of a quality suitable to the defendant's requirements.
On or about January 13, 1920, the defendant placed a verbal order by telephone with the plaintiff for 290,000 pounds of cotton yarn, at 92 1/2 cents per pound, of same quality as samples submitted to defendant on or about December 18, 1919 delivery to be made during 1920, monthly, in specified quantities. The plaintiff accepted the order in a letter containing this statement:
The defendant replied in a letter containing these statements:
" January 16, 1920.
The Dexter Yarn Company: Referring to the telephone order placed with you on the 13th inst., and referring to your letter of the same date accepting this order, we give you below our exact delivery specifications, showing what quantities of the different numbers we would like you to furnish during the period of the contract. * * *
The sooner we can get deliveries started on the 6/2 ply the more it will be appreciated, as we are just now in urgent need of this number. * * *
Deliveries to be made as follows:
| 6/2 | 8/2 | 10/2 |
| January ) |
| ) | 18,000 lbs. |
| February ) |
| March | 16,000 lbs. |
| April | 16,000 lbs. |
| May | 16,000 lbs. | 14,000 | 1,000 |
| June | 12,000 lbs. | 13,000 | 6,000 |
| July | 12,000 lbs. | 13,000 | 6,000 |
| August | 12,000 lbs. | 13,000 | 6,000 |
| September | 12,000 lbs. | 13,000 | 6,000 |
| October | 12,000 lbs. | 13,000 | 6,000 |
| November | 12,000 lbs. | 13,000 | 6,000 |
| December | 12,000 lbs. | 13,000 | 6,000 |
| 150,000 lbs. | 105,000 lbs. | 43,000 lbs. |
Price 92 1/2c pound, 3% 10th proximo.
Freight paid to Bridgeport, Conn."
The contract was partly written and partly oral, and included the warranties as to quality of the yarn and reasonable fitness for the purpose for which defendant required the same made about December 18, 1919, as set forth above. The defendant relied upon the plaintiff's skill and judgment and upon the plaintiff's representations and warranties above stated. The price of 92 1/2 cents per pound was 5 to 7 1/2 cents higher than the market price, and was asked and accepted on account of the special care required in the production of yarn suitable for the defendant's requirements. Within 24 hours after this contract became effective, the plaintiff placed an order with the Swift Spinning Mills, of Columbus, Ga., for such yarn, and the Swift Mills accepted it, the yarn to be shipped to the defendant. The first shipment on the 290,000 pound contract was made on March 6th, and received on March 17th, and was of four bales, each weighing about 400 pounds; about 3,000 pounds were received in April; about 2,500 pounds in May. Due to the delay in shipments, the defendant was required to buy yarn elsewhere, and had large quantities of the same on hand in the early spring and summer of 1920 to the knowledge of the plaintiff. Due to these facts and its ordinary course of business, the defendant did not begin the use of the plaintiff's yarn in its machines in substantial quantities before August, 1920. Between May 14 and July 15, 1920, the defendant received from the plaintiff over 80,000 pounds of yarn. Some portion of this yarn was received by the defendant in each week. By August 1, 1920, there had been received by the defendant more than 100,000 pounds of this yarn. On or before September 1, 1920, the defendant had received more than 160,000 pounds of the yarn. On October 6, 1920, the defendant had received over 200,000 pounds of the Southern yarn from the plaintiff. They received no yarn after October 6, 1920. Under the terms of the contract there remained to be shipped by the plaintiff to the defendant 26,949 pounds of yarn during the month of October, 1920; 31,000 pounds during November, 1920; and 23,000 pounds during December, 1920. The Swift Spinning Mills had on hand on October 8, 1920, 12,000 pounds of yarn made up and ready to be shipped to the defendant under the contract.
Substantially all of the yarn delivered by the plaintiff was of poor quality, and did not conform to the samples submitted on December 18, 1919, and was not adapted for use on defendant's lace machines, because of variable diameter, slackly and unevenly twisted, and with no twist at all. By reason of these defects, the yarn did not conform as to quality to the terms of the contract of January 13, 1920, or to the representations of the plaintiff to the defendant on December 18, 1919, or to the samples submitted on that date, or to the express or implied warranties of quality or adaptability for the defendant's purposes made to the defendant by the plaintiff on either day. In May, 1920, and thereafter, the defendant complained to plaintiff verbally on several occasions of the uneven spinning and poor quality of the yarn. In August and September, 1920, the defendant made written complaints of the poor quality of the yarn and its unsuitability for defendant's requirements on each complaint the plaintiff engaged to remedy the defects complained of in the future. The complaints of the defendant were seasonably made, and the defendant at no time intended to or did waive any of its rights under said contract, either to a rescission of the same or otherwise, and on October 8, 1920, the defendant had not by reason of any waiver or otherwise forfeited its right to rescind the contract on account of the plaintiff's breaches of the same. On October 6, 1920, the defendant had on hand 177,721 pounds of cotton yarn received on its contract with the plaintiff. A conference was held at the office of the defendant at Bridgeport on October 6th, at which there were present representatives of the plaintiff, of the Swift Spinning Mills, and of the defendant. At this conference Mr. Phillips stated for the defendant that the yarn which had been delivered was defective and was unsuitable for use in the manufacturing operations of the defendant, and that the defendant intended to return this yarn to the plaintiff and would not pay for the same. Thereupon the plaintiff made the offer to the defendant to take back all of said 177,721 pounds of yarn and to reinspect the same carefully, to remove therefrom and credit to the defendant all yarn which was unevenly spun or twisted, and return the balance of the yarn to the defendant, if in consideration thereof the defendant would agree to receive and accept the yarn and to pay for the same at contract price. The defendant accepted the offer, at the same time advising the plaintiff that it did not intend to take in any of the undelivered portion of the order. This agreement was executed.
On October 8, 1920, the defendant wrote the plaintiff formally asking it to cancel the balance of the order. The plaintiff has never agreed to or acquiesced in the claimed cancellation or rescission of the contract by the defendant. The defendant had used on its machines about 40,000 pounds of the yarn delivered to it by the plaintiff under the contract before the reinspection agreement of October 6, 1920, was made.
The cotton yarn market in the year 1920 started at a very high price, and continued to rise rapidly during the early part of the year until the rise came to a stop in May or June of the year 1920, and shortly thereafter there was a panic. The price of yarn declined rapidly after May or June, 1920, and continued to decline rapidly throughout the last half of the year 1920.
If the plaintiff is entitled to recover damages in this action, the amount of such damages is the principal sum of...
To continue reading
Request your trial
-
Lapointe v. Comm'r of Corr.
...of fact and credibility, regardless of how this court may attempt to cast the nature of its inquiry. Dexter Yarn Co. v. American Fabrics Co., 102 Conn. 529, 538, 129 A. 527 (1925). Adhering to this principle, this court has repeatedly rebuffed suggestions by litigants—and even some judges o......
-
Szarwak v. Warden, Connecticut Correctional Institution
...with the essential characteristics it had previously possessed. Styles v. Tyler, supra, 450, 30 A. 165; Dexter Yarn Co. v. American Fabrics Co., 102 Conn. 529, 538, 129 A. 527. Not only must any other court the General Assembly creates be an 'inferiour (lower) court' but it may not be so co......
-
Lapointe v. Comm'r of Corr.
...of fact and credibility, regardless of how this court may attempt to cast the nature of its inquiry. Dexter Yarn Co. v. American Fabrics Co., 102 Conn. 529, 538, 129 A. 527 (1925). Adhering to this principle, this court has repeatedly rebuffed suggestions by litigants—and even some judges o......
-
State v. Miranda
...violated the first degree assault statute. That function is properly performed in the trial court. In Dexter Yarn Co. v. American Fabrics Co., 102 Conn. 529, 538, 129 A. 527 (1925), we quoted Styles v. Tyler, 64 Conn. 432, 450, 30 A. 165 (1894): "`Two courts are established and the characte......