Dunavant Enterprises, Inc. v. Ford

• Decision Date: 13 May 1974
• Docket Number: No. 47517,47517
• Citation: 294 So.2d 788
• Parties: 20 UCC Rep.Serv. 667 DUNAVANT ENTERPRISES, INC. v. John B. FORD.
• Court: Mississippi Supreme Court

Page 788

294 So.2d 788

20 UCC Rep.Serv. 667

DUNAVANT ENTERPRISES, INC. v. John B. FORD.

No. 47517.

Supreme Court of Mississippi.

May 13, 1974.

Rehearing Denied June 10, 1974.

Lomax B. Lamb, Jr., Marks, Thomas F. Johnston, Memphis, Tenn., for appellant.

Caldwell & Lewis, Marks, for appellee.

INZER, Justice:

This is an appeal by Dunavant Enterprises, Inc. from a decree of the Chancery Court of Quitman County dismissing a bill of complaint against John B. Ford seeking damages for a breach of contract. We affirm.

The bill of complaint and the amendment thereto allege that early in 1971 the defendant John B. Ford, referred to as Ford, acting by and through his agent, Bluff City Cotton Company, entered into a written contract with W. B. Dunavant & Co., a partnership, to sell all the cotton produced by Ford on approximately 1,600 acres of land to be planted in Quitman County, Mississippi with the exception of cotton having a micronaire of 5.2 and certain other exceptions set out in the contract. It was alleged that after the execution of the contract, W. B. Dunavant & Co. was liquidated and merged into Dunavant Enterprises, Inc., a corporation, sometimes referred to as Dunavant, which assumed all the rights and liabilities of the partnership. It was alleged that Ford actually harvested 2,101 bales of cotton off of 1,590.1 acres in Quitman County and that he failed to deliver the cotton harvested from 350.8 acres and that 550 bales produced on this acreage were sold to other cotton buyers. The bill of complaint sought specific performance of the contract and discovery to ascertain the amount of cotton, the grade, the value, the date of harvest and the location of the warehouse receipts. The bill of complaint also sought to recover damages sustained by complainant for the failure of the defendant to deliver and sell to it all the cotton grown under the contract. A copy of the contract was made an exhibit to the bill of complaint and the pertinent part of the contract is as follows:

THIS CONTRACT made and entered into this the 1st day of February by and between John Ford hereinafter referred to as Seller and W. B. DUNAVANT & COMPANY of Memphis, Tennessee, hereinafter referred to as BUYER.

WITNESSETH:

1. On the terms and conditions and at prices hereinafter stated, the seller agrees to sell, and the BUYER agrees to buy, all and only the cotton produced by Seller during the crop year 1971 on approximately 1,600 acres situated in Marks, Miss.

3. Seller agrees to practice normal, good farming methods in the production and harvesting of the crop, to defoliate before machine picking and to harvest and gin as fast as practicable after maturity. BUYER has the privilege of controlling, within reason, the amount of heat and cleaning equipment to be used in ginning the cotton. Seller agrees further to cooperate in harvesting, handling and ginning the cotton.

The contract then fixed the price to be paid for the cotton upon delivery and provided 'no cotton to be delivered on this contract after December 1, 1971.' The contract contains other provisions and the final paragraph is as follows:

10. We, the seller, and the BUYER, have carefully read and fully understand the terms and provisions of the foregoing contract, which represents the entire agreement between the parties, and understand further that there may be no modification of this agreement except in writing.

The blank spaces in the form contract for the date were not filled in, but there is no dispute relative to the date it was signed or the fact that it was signed by both parties.

Ford answered and denied that he had breached the contract in question and alleged because of adverse weather conditions over which he had no control, that he had been unable to plant the entire 1,600 acres of cotton covered by the contract. As a result, he had been able to plant only 1,250 acres in cotton and had delivered all the cotton produced on the land covered by the contract. Appellee by way of cross bill alleged that at the time appellant filed his bill of complaint, it knew that appellee had complied in every respect with its contract. Appellant also knew or had knowledge that appellee was unable to plant the full 1,600 acres covered by the contract due to acts of God over which he had no control. It was further alleged that in spite of this knowledge, appellant filed this suit for the purpose of harassment and in an attempt to bring ill-repute to appellee and to prevent him from securing finances with which to operate his farming operations. The cross bill sought to recover both actual and punitive damages.

Since the chancellor resolved the conflict in the evidence in favor of appellee, the facts will be stated in the light most favorable to the appellee. In January 1971, L. B. Strong of Bluff City Cotton Company, an F.O.B. cotton merchant, negotiated the contract in question. Ford had for a number of years sold his cotton through Bluff City and had paid them a commission for selling the cotton for him. While Ford was in the hospital in Memphis, Strong approached him about buying his cotton for the crop year 1971. Ford advised Strong that he intended to plant 1,800 or 1,900 acres of cotton and that he could not sell the cotton that he planned to grow on land which he was renting on a share basis. Thereafter, Strong approached Dunavant and asked them if they wanted to buy approximately 1,600 acres of cotton to be produced by Ford. Dunavant then prepared the contract here in question setting out the terms upon which it would buy the cotton. The contract was signed by an authorized agent of Dunavant, and it was turned over to Strong to have Ford sign it. When it was presented to Ford, who was still in the hospital, he told Strong that he did not know whether he would have as much as 1,600 acres excluding the land that he was renting on a share basis. Strong assured him that it would not make any difference, and Ford signed the contract. Ford's health continued to be bad, and he had to leave most of the farming operation up to his son, who was a partner in the farming operations. In May 1971, Ford wrote a letter which Dunavant was unable to locate at the time of the trial. It was Ford's recollection that he wrote Dunavant to inform them that he did not think he would be able to plant the full 1,600 acres due to health and weather conditions. Evidently, he also told Dunavant in the letter that he was contemplating leasing a part of his land because Dunavant wrote him that they expected him to deliver the cotton produced on the land that he had leased to other parties or pay the difference in the then established market price. Dunavant sent a copy of this letter to Strong. Later, Ford informed Strong that he had gotten the letter from Dunavant and asked Strong to call Dunavant and tell them that things looked better and that he would have more cotton than he thought when he wrote the letter. Strong complied with this request. At that time, the acreage that Ford had planted had not been measured, and he did not know exactly how much acreage had actually been planted. There is no dispute in the evidence relative to the fact that it rained eight or nine inches and that the weather was cold during the month of...