Duplex Safety Boiler Co. v. Garden

• Decision Date: 09 February 1886
• Citation: 101 N.Y. 387,4 N.E. 749
• Parties: DUPLEX SAFETY BOILER CO. v. GARDEN.
• Court: New York Court of Appeals Court of Appeals

101 N.Y. 387

4 N.E. 749

DUPLEX SAFETY BOILER CO.

v.GARDEN.¹

Court of Appeals of New York.

Filed February 9, 1886.

John A. Deady, for appellants.

H. C. Place, for respondent.

DANFORTH, J.

The plaintiff used to recover $700, the agreed price, as it alleged, for materials furnished and work done for the defendants, at their request, upon certain boilers belonging to them. The defense set up was that the work was done under a written contract for the alteration of the boilers, and to be paid for only when the defendants ‘were satisfied that the boilers, as changed, were a success.’ Upon the trial it appeared that the agreement between the parties was contained in letters, by the first of which the defendants said to plaintiff:

‘You may alter our boilers, changing all the old sections for your new pattern, changing our fire front, raising both boilers enough to give ample fire space; you doing all disconnecting and connecting, also all necessary mason work, and turning boilers over to us ready to steam up. Work to be done by tenth of May next. For above changes we are to pay you seven hundred dollars as soon as we are satified that the boilers, as changed, are a success, and will not leak under a pressure of 100 pounds of steam.’

The plaintiff answered, ‘accepting the proposition,’ and as the evidence tended to show, and as the jury has found, completed the required work in all particulars by the tenth of May 1881, at which time the defendants began and thereafter continued the use of the boilers.

The contention on the part of the appellant is that the plaintiff was entitled to no compensation, unless the defendants ‘were satisfied that the boilers, as repaired, were a success, and that this question was for the defendants alone to determine;’ thus making their obligation depend upon the mental condition of the defendants, which they alone could disclose. Performance must, of course, accord with the terms of the contract; but if the defendants are at liberty to determine for themselves when they are satisfied, there would be no obligation, and consequently no agreement which could be enforced. It cannot be presumed that the plaintiff entered upon its work with this understanding, nor that the defendants supposed they were to be the sole judge in their own cause. On the contrary, not only does the law presume that for services rendered remuneration shall be paid, but here the parties have so agreed. The amount and manner of compensation are fixed; time of payment is alone uncertain. The boilers were changed. Were they, as changed, satisfactory to the defendants? In Folliard v. Wallace, 2 Johns. 395, W. covenanted that, in case the title to a lot of land conveyed to him by F. should prove good and sufficient in law against all other claims, he would pay to F. $150, three months after he should be ‘well satisfied’ that the title was undisputed. Upon suit brought the defendant set up that he was ‘not satisfied,’ and the plea was held bad, the court saying: ‘A simple allegation of dissatisfaction, without some good reason assigned for it, might be a mere pretext, and cannot be regarded.’ This decision was followed in City of Brooklyn v. Brooklyn City R. R., 47 N. Y. 475, and Miesell v. Insurance Co., 76 N. Y. 115.

In the case before us, the work required to be done was specified, and was completed. The defendant made it available, and continued to use the boilers without objection or complaint. If there was full performance on the plaintiff's part, nothing more could be required, and the time for payment had arrived; for, according to the doctrine of the above cases, ‘that which the law will say a contracting party ought in reason to be satisfied with, that the law will say he is satisfied with.’

Another rule has prevailed where the object of a contract was to gratify taste, serve personal convenience, or satisfy individual preference. In either of these cases the person for whom the article is made, or the work done, may properly determine for himself-if the other party so agree-whether it shall be accepted. Such instances are cited by the appellant. One who makes a suit of clothes, (Brown v. Foster, 113 Mass. 136,) or undertakes to fill a particular place as agent, ( Tyler v. Ames, 6 Lans. 280,) mould a bust, ( Zaleski v. Clark, 44 Conn. 218,) or paint a portrait, (Gibson v. Cranage, 39 Mich. 49;Hoffman v. Gallaher, 6 Daly, 42,) may not unreasonably be expected to be bound by the opinion of his employer, honestly entertained. A different case is before us, and in regard to it no error has been shown.

The judgment appealed from should be affirmed.

(All concur.)

NOTE.

It is held in the recent case of Singerly v. Thayer, (Pa.) 2 Atl. Rep. 230, that a contract to furnish an article that shall be satisfactory to the purchaser is not complied with by proof that the article furnished is made in a workman-like manner, and performs its intended purpose in a manner which ought to be satisfactory to the purchaser. In this case the contract was to erect an elevator ‘satisfactory in every respect,’ and the court held the meaning of the language used was that the elevator, when erected, should prove satisfactory to the person for whom it was erected. As a matter of fact the elevator did not prove satisfactory, and suit was brought on the contract for the price. The court say: ‘When the agreement is to make and furnish an article to the satisfaction of the person for whom it is to be made, numerous authorities declare it is not a compliance with the contract to prove that he ought to have been satisfied. It was so held in Gray v. Railroad Co., 11 Hun, 70, where the contract was for the purchase of a steam-boat; in Brown v. Foster, 113 Mass. 136, where the agreement was to make a suit of clothes; in Zaleski v. Clark, 44 Conn. 218, on a contract for a plaster bust of the deceased husband of the defendant; in Gibson v. Cranage, 39 Mich. 49, where a portrait was to be satisfactory to the defendant; and in Hoffman v. Gallaher, 6 Daly, 42, where a portrait of defendant was to be satisfactory to his friends.’

The court say, in the case of Silsby Manuf'g Co. v. Town of Chico, 24 Fed. Rep. 893, that the authorities are abundant to the effect that upon a contract containing a provision that an article to be made and delivered shall be satisfactory to the purchaser, it must be satisfactory to him, or he is not required to take it. It is not enough that he ought to be satisfied with the article; he must be satisfied, or he is not bound to accept it. Such a contract may be unwise, but of its wisdom the party so...