Eno v. Prime Mfg. Co.
| Decision Date | 06 February 1945 |
| Citation | 317 Mass. 646,59 N.E.2d 284 |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
| Parties | MARY T. ENO, administratrix, v. PRIME MANUFACTURING COMPANY & others. |
December 5, 1944.
Present: FIELD, C.
J., QUA, DOLAN RONAN, & WILKINS, JJ.
Contract Construction, Reformation. Mistake. Equity Jurisdiction Reformation, Mistake.
A stipulation between the parties to a suit in equity involving a claim for breach of contract, that the plaintiff should be paid from a fund a certain amount if the final decree after rescript "orders the defendant to pay to the plaintiff any sum," was unambiguous and did not entitle the plaintiff to such payment from the fund where the subsequent final decision by this court in the suit was that the plaintiff had failed to prove any substantial damages resulting from a breach of the contract by the defendant and was not entitled to nominal damages and that the bill should be dismissed; the stipulation did not mean that the plaintiff would be entitled to payment from the fund merely if it should be determined in the suit that the contract was valid and that there had been a breach thereof by the defendant.
After a final decision by this court in a suit in equity that the defendant had broken a contract with the plaintiff but that the plaintiff was not entitled to damages for the breach and that the bill should be dismissed, a stipulation previously made by the attorneys for the parties, that the plaintiff should be paid from a fund a certain amount if the final decree after rescript "orders the defendant to pay to the plaintiff any sum," was not to be reformed on the ground of mistake so as to provide for payment from the fund to the plaintiff merely in the event of a decision by this court in the suit that there had been a breach of the contract, where it appeared that neither attorney was mistaken as to the plain effect of the language of the stipulation as making payment to the plaintiff from the fund dependent on an award of damages in the suit and that that language had been proposed by the plaintiff's attorney and accepted by the defendant's attorney as the best "way to express the event of payment" after the plaintiff's attorney had said to the defendant's attorney that "if there is liability under the contract, there is bound to be damages anyway."
BILL IN EQUITY filed in the Superior Court with a writ of summons and attachment dated December 22, 1943.
The suit was heard by Warner, J. E. Burke, for the plaintiff.
D. P. Ranney, for the defendants.
This bill in equity is to recover certain sums alleged to be due under a stipulation executed by the plaintiff and the corporate defendant through attorneys pending decision in Eno v. Prime Manuf. Co. 314 Mass. 686, and, if necessary, to reform the stipulation by reason of mistake. The judge made a report of "the material facts found by him." G. L. (Ter. Ed.) c. 214, Section 23. A final decree was entered dismissing the bill of complaint, and the plaintiff appealed. There is no report of testimony.
1. The first question is the construction of the stipulation, which on July 28, 1941, was filed in the Superior Court in the original suit following a decision there in favor of the plaintiff on July 2, 1941. The judge in the present suit found that in place of an injunction in the original suit against the defendant company (hereinafter called the defendant), the parties through their attorneys provided for depositing in an "impounding fund" in a bank monthly payments by the defendant based on its profits for the period beginning July 1, 1941, and ending with the final decree, derived from tape or materials furnished to its customers through the use of the so called "Eno Process" for making ribbed insoles. The impounding fund had originally been created by an agreement of February 26 1941, between the attorneys, which provided that the defendant "will at all times hold the credits in such account as trustee for the benefit of the plaintiff and of the defendant pending and subject to the terms of such order as the court may enter in this action for the payment of money by the defendant to the plaintiff." The stipulation of July 28, 1941, provided that out of the impounding fund the plaintiff was to receive monthly payments and in addition (paragraph 5B) an amount was to be "paid to the plaintiff upon the entry of a final decree after rescript . . . if such final decree orders the defendant to pay to the plaintiff any sum for the use of the said process for any period after May 16, 1940." This court on appeal held that the plaintiff had "failed to show that any actual damages were sustained by her on account of the defendant's breach of the contract of May 26, 1933, involved in the original suit," that nominal damages would not be awarded for breach of contract where no grounds for equitable relief were shown, and that the decree for the plaintiff should be reversed and a decree entered dismissing the bill of complaint. Eno v. Prime Manuf. Co. 314 Mass. 686 , 702. The plaintiff contends that the stipulation should be construed to mean that payment was to be made to the plaintiff "if it should be ruled that the contract of May 26, 1933, was valid and binding on the defendant and that it was a breach of said contract for the defendant Prime Manufacturing Company to use the process during the period in question," May 16, 1940, to July 1, 1941. We agree with the judge in rejecting this construction. We think that the stipulation is clear and, both on its face and as applied to the circumstances, is unambiguous.
2. The question remains whether the stipulation should be reformed.
The plaintiff contends that "the parties were acting under a mutual mistake as to the legal effect of the language in the stipulation with a result on the face of the stipulation not intended or directed by either of the parties," and in the alternative that "at the time of the execution of said stipulation the defendant Prime Manufacturing Company knew that the wording of paragraph 5B did not accurately express the intention of the plaintiff as to the terms to be embodied therein, and that the defendant Prime Manufacturing Company knew that it was the intention of the plaintiff to have the stipulation provide that the prospective accumulation of the fund provided for in paragraph 5B would be paid over to the plaintiff if it were ruled by the court that the contract of May 26, 1933, was valid and binding upon the defendant and that it was a breach of said contract for the defendant Prime Manufacturing Company to use the process during the period in question."
Where there is a report of material facts under the statute and no report of the evidence, no findings are to be implied from the entry of the decree, and the facts expressly found are to be taken as true unless mutually contradictory or plainly wrong on the face of the report or at variance with the pleadings, but we may draw our own inferences.
Thompson v Thompson, 312 Mass. 245 , 246. Matter of Loeb, 315 Mass. 191 , 195. Distasio v. Surrette Storage Battery Co. 316 Mass. 133 , 135. The question is whether, on the findings viewed in the light of the foregoing, the decree was rightly entered. Wiley v. Fuller, 310 Mass. 597 , 599. Turner v. Morson, 316...
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