Eastern Forge Co. of Massachusetts v. Corbin

• Decision Date: 26 February 1903
• Citation: 66 N.E. 419,182 Mass. 590
• Parties: EASTERN FORGE CO. OF MASSACHUSETTS v. CORBIN et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

182 Mass. 590

66 N.E. 419

EASTERN FORGE CO. OF MASSACHUSETTS v. CORBIN et al.

Supreme Judicial Court of Massachusetts, Suffolk.

February 26, 1903

COUNSEL

John Herbert, for plaintiff.

Brandeis Dunbar & Nutter, Geo. R. Nutter, and John G. Palfrey, for defendants.

OPINION

HAMMOND J.

This is an action to recover damages for breach by the defendant of an agreement to sell and deliver to the plaintiff its production of steel scrap for one year from March 1, 1901, at certain agreed prices; 'payment to be between 20th and 25th of the month following that in which shipment has been made.'

In pursuance of this agreement the defendant made four shipments to the plaintiff during the month of March, three in April five in May, and one on June 6th. At the time of the letter dated June 21st, hereinafter named, from the defendant to the plaintiff, no payment had been made on account of any of these shipments. On April 29th the defendant wrote, pressing for payment of the March shipments; and the plaintiff, in reply, under date of May 1st, held out assurances that payment would be made inside of two weeks. On May 23d the defendant notified the plaintiff that it had drawn upon the latter for the amount of the March account with interest, and in reply the plaintiff held out assurances of payment of the March account before the end of May. On June 3d, no payment having been received, the defendant wrote, reminding the plaintiff of its failure to pay the March account before the end of May, pressing for the payment of both that and the April accounts, and adding: 'The contract which we made with you covers the matter of payments, and it is very necessary that you conform to same in sending checks for our account.' To this the plaintiff, on June 7th, replied, asking leave to pay for these accounts in 60-day notes. This proposition the defendant, by letter of June 17th, refused, and threatened to draw upon the plaintiff for these accounts unless a reply came in due course of mail. Receiving no reply, the defendant wrote on June 21st, canceling the contract. The following day the plaintiff, having received both letters last above named, sent a check for the March and April shipments, omitting interest, promised to pay for the May shipment by July 1st, and requested the defendant to go on with the contract. By letter of June 26th, the defendant acknowledged the receipt of the check, but declined to reconsider its determination to cancel the contract. No other payment has been made by the plaintiff.

The question whether the rights of the parties are to be determined by the law of Connecticut or of this state becomes immaterial, in view of the finding of the judge before whom the case was tried that the law in that state is the same as in this state, so far as material to the questions arising in this case.

The first question is whether the plaintiff's breaches of the contract with reference to payment justified the defendant in refusing further deliveries thereunder. There is a great difference in the authorities in the application of the doctrine of implied conditions precedent in a contract especially where there has been part performance. This difference appears particularly upon the question as to the measure of performance by one party which is to be regarded as such substantial performance as will protect him from having his defaults considered as breaches of such a condition, and also upon the corresponding question as to the kind of default which so far goes to the essence of the consideration as to justify the other party in refusing to go on with the contract. See Mersey Steel & Iron Co. v....