Hunt v. Triplex Safety Glass Co. of North America

• Decision Date: 27 June 1932
• Docket Number: 5976.,No. 5975,5975
• Parties: HUNT v. TRIPLEX SAFETY GLASS CO. OF NORTH AMERICA, Inc.
• Court: U.S. Court of Appeals — Sixth Circuit

60 F.2d 92 (1932)

HUNT v. TRIPLEX SAFETY GLASS CO. OF NORTH AMERICA, Inc.

Nos. 5975, 5976.

Circuit Court of Appeals, Sixth Circuit.

June 27, 1932.

C. H. Hatch, of Detroit, Mich. (Henry B. Graves, of Detroit, Mich., on the brief), for appellant.

John C. Bills, of Detroit, Mich. (Stevenson, Butzel, Eaman & Long, of Detroit, Mich., on the brief), for appellee.

Before HICKS and HICKENLOOPER, Circuit Judges, and HOUGH, District Judge.

HICKENLOOPER, Circuit Judge.

Appellant brought two actions, one at law and the other in equity, for the enforcement of alleged contract rights under an agreement whereby appellant was made the sales agent of appellee for marketing appellee's patented products in a designated territory, and/or for the reformation of such contract. A jury was waived in the action at law, and the parties agreed to a stipulation that both actions should be tried simultaneously; all testimony, evidence, and proofs competent and relevant in either of the cases being received and regarded as evidence in both. Appellant's written contract of employment provided for the payment of graduated commissions upon the "worth of sales in any one year." Such "worth" or value of sales would, of course, include all items of expense of manufacture and cost of materials entering into a determination of the price of the goods sold. The present controversy arises from the language employed in paragraph 13 of the contract, where it is provided: "Such commissions to be based on the net billing price to the automobile, truck, aircraft, and automobile body manufacturers. In the case of any manufacturer such as General Motors, who might supply us the glass to be Triplexed for them, commission will be based on the net billing price of the Triplexing."

A contract was entered into with the Ford Motor Company, which company supplied not only the glass to be Triplexed but also the celluloid used in such operation. Appellant contended in the court below, and here contends, that the words "such as General Motors" referred only to companies owning or controlling glass manufacturing plants, as did the General Motors Corporation to the then knowledge of the parties; that the Ford Motor Company neither owned nor controlled such a plant; and that the appellant was therefore entitled to have his commission computed upon a net billing price without deduction of the cost of either glass or celluloid furnished by the Ford Motor Company. The District Court held that the cost of neither the glass nor the celluloid was to be included in the "net billing price," and that sufficient ground for reformation of the contract was not shown. These appeals followed.

The method of bookkeeping pursued was that the Ford Motor Company billed all glass and celluloid furnished by it to appellee at more or less arbitrary prices. These prices were thereupon used in proper proportion in computing the billing price of each windshield or window glass, and were in turn deducted in the form of credits from the statements rendered. The sole question for our determination in the law case is whether, in computing commissions payable to appellant, these deductions for either glass or celluloid, or both, should have been made. In the action in equity, the sole question is whether there was such mutual mistake in reducing the agreement to writing, or mistake on one side and fraud or inequitable conduct on the other, as would justify reformation. Walden v. Skinner, 101 U. S. 577, 583, 25 L. Ed. 963; Simmons Creek Coal Co. v. Doran, 142 U. S. 417, 435, 12 S. Ct. 239, 35 L. Ed. 1063.

We are of the opinion that the term "net billing price," as first used in paragraph 13 above quoted, was intended to refer solely to billing price less trade or cash discounts, and that the matter of deductions for glass supplied by the purchaser was governed solely by the sentence which followed. We are also of the opinion that the words "any manufacturer such as General Motors" is not to be limited to only such manufacturers as owned or controlled glass manufacturing plants, but is applicable alike to all...