Eustis Mfg. Co. v. Saco Brick Co.
| Decision Date | 06 March 1908 |
| Citation | 198 Mass. 212,84 N.E. 449 |
| Parties | EUSTIS MFG. CO. v. SACO BRICK CO. |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
Plaintiff alleged: That on April 1, 1906, the Bruce-Merriam-Abbott Company, an Ohio corporation, was engaged in the manufacture and sale of gas engines at Cleveland, Ohio, where the engines were tested, and also had printed forms of contracts intended to be made by it with purchasers of its engines. That plaintiff was a general agent for said corporation, with possession of such printed forms, but that plaintiff did not manufacture gas engines and had no works at which they could be tested. That defendant had opened negotiations with plaintiff as agent of the Bruce-Merriam-Abbott Company for the purchase of an engine, and as a result of such negotiations duplicate forms of a contract were prepared by altering one of the printed forms prepared by the Bruce-Merriam-Abbott Company for its use, and such duplicate forms were then signed by plaintiff and defendant, as follows:
'Blue print showing foundation plans, method of exhaust, piping for water and fuel, and wiring for ignition system, foundation bolts, wrenches, oil cans, muffler and ignition plugs, and spark coil.
'We guarantee to use all best endeavors to secure through the transportation companies the earliest possible delivery to Saco.
'It is agreed that the title and right of possession shall remain in J. P. Eustis Mfg. Co. until payment has been made in full, and if such payment is not made J. P. Eustis Mfg. Co. may take possession of said engine and sell the same, on giving 10 days notice of such sale by posting notices, and apply the proceeds of such sale to the expense of taking possession and making sale, and to cover the balance due on this contract, with interest, and render the overplus to you.
'Accepted: Saco Brick Co.
'Lewis B. Stillman, President.
'James A. Durgin, Treas.
'Approved:
'J. P. Eustis Mfg. Company.
'J. P. Eustis, Treas.'
That it was plaintiff's intent to act merely as agent for the Bruce-Merriam-Abbott Company, and not to bind itself, and that defendant also intended and believed that the agreement was signed by plaintiff in its capacity as agent and not as principal. That an action at law had been brought by defendant against plaintiff for an alleged breach of warranty of such engine, in which plaintiff would be deprived of the full effect of the equitable defense. That the agreement was not intended by either party to it, to be the agreement of plaintiff, and if it was the legal agreement of plaintiff, then plaintiff would be deprived of the defense that it was so only because of mistake, carelessness, and ignorance in the signing of the printed form of the contract.
G. C. Abbott, for appellant.
Fred L. Norton, for appellee.
By the terms of the contract in its present form no invalidity appears, and both principal and agent could be held by the defendant for the performance of the promise. The plaintiff if an agent, would be liable because of an unrestricted undertaking to perform, while the Bruce-Merriam-Abbott Company, which is referred to as its principal, could be reached, because oral evidence might be introduced to prove that it was the real party in interest. Brown v. Bradlee, 156 Mass. 28, 30 N.E. 85, 15 L. R. A. 509, 32 Am. St. Rep. 430; Crawford v. Moran, 168 Mass. 446, 449, 47 N.E. 132. The plaintiff having been sued at law for an alleged breach, unless it pleads an equitable defense under Rev. Laws, c. 173, § 78, is precluded at the trial from introducing extrinsic evidence to prove in defense, that by mutual mistake as to the parties to be bound, the written instrument embodied a different contract from that which they actually made. Tucker Mfg. Co. v. Fairbanks, 98 Mass. 101, 104. Instead, however, of invoking the aid of the statute for defensive relief, it has elected the concurrent remedy of a bill in equity. Barton v. Radclyffe, 149 Mass. 275, 280, 21 N.E. 374; Page v. Higgins, 150 Mass. 27, 28, 22 N.E. 63, 5 L. R. A. 152; Nathan v. Nathan, 166 Mass. 294, 44 N.E. 221. But while the objection of the adequacy of the remedy at law is not well taken, there remain the other questions raised by the demurrer, that either a case for equitable relief has not been stated, or if established, appropriate relief cannot be decreed for want of necessary parties. The uncertainty as to the intention of the parties, which often arises from conflicting evidence where the reformation of a bilateral contract is sought upon the ground of mistake, is eliminated, as all the allegations of the bill are admitted by the demurrer. Upon an examination of them it is manifest that the parties to the contract were intended to be the defendant, and the Bruce-Merriam-Abbott Company. In the preliminary negotiations, as well as at the time of acceptance and execution, the defendant was fully informed of the representative capacity in which the plaintiff acted, and also knew that it neither manufactured engines, nor possessed facilities for making the required tests called for by the contract, and did not intend to incur any contractual liability, but only to act in behalf of its principal. With full knowledge by all concerned of the facts, it was mutually understood that plans were to be prepared, the engine built and delivered, and its capacity and mechanical excellence in operation guaranteed by the manufacturer, who was the vendor, and to whom the purchase price was to be paid. Both sides are thus placed unequivocally in a position, where they had come to a full understanding of the terms of a sale, which through mutual misconception their written agreement does not fully express. It is claimed that in many particulars the engine failed to correspond with the warranty, and unless the plaintiff is relieved, it may be liable in damages to the defendant. If this result follows, the defendant although fully cognizant of their mutual error, which it refuses to correct, obtains an unconscientious advantage over the plaintiff, which originally neither intended. If the claim is not established, even then the plaintiff is exposed to the expense and vexation of litigation to which it has been subjected by the defendant's conduct. The power of a court of...
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Eustis Mfg. Co. v. Saco Brick Co.
...198 Mass. 21284 N.E. 449EUSTIS MFG. CO.v.SACO BRICK CO.Supreme Judicial Court of Massachusetts, Suffolk.March 6, Appeal from Superior Court, Suffolk County. Bill by the J. P. Eustis Manufacturing Company, a Maine corporation, against the Saco Brick Company, also a Maine corporation, to rest......