Inman Mfg. Co. v. Am. Cereal Co.

• Citation: 100 N.W. 860,124 Iowa 737
• Parties: INMAN MFG. CO. v. AMERICAN CEREAL CO.
• Decision Date: 28 September 1904
• Court: United States State Supreme Court of Iowa

124 Iowa 737

100 N.W. 860

INMAN MFG. CO.

v.AMERICAN CEREAL CO.

Supreme Court of Iowa.

Sept. 28, 1904.

Appeal from District Court, Linn County; H. M. Remley, Judge.

Suit at law upon a written contract. There was a trial to a jury, and a verdict and judgment for the plaintiff. The defendant appeals. Reversed.Dawley, Hubbard & Wheeler, for appellant.

Grimm, Trewin & Moffit, for appellee.

SHERWIN, J.

The plaintiff agreed to build certain machines for the use of the defendant in its mill at Cedar Rapids, and to install the same therein. The several machines were to have a specified capacity, operated by the number and class of workmen named in the contract. The contract contained the following provision: “The party of the first part further agrees that all of said machines are to be to the full satisfaction of the officers of the second party as to quality of work and life and durability of the machines before payment of the machines will be required.” The agreement was made on the 23d day of August, 1899, and the machines were to be in place within six months thereafter. On account of delay, however, some of which was caused by the failure of the machines to do the work agreed upon, this time was extended until the 22d of April, 1901, at which time the defendant in writing rejected the entire outfit. The court gave the following instruction: “The written contract between the parties, under which the machines claimed for in the first count of the plaintiff's petition were furnished, provides that the same were to be to the full satisfaction of the officers of the defendant as to the quality of work and life and durability of the machines before payment would be required. You are instructed that the above condition of the contract did not give the defendant the right to arbitrarily and capriciously declare that it was dissatisfied with said machines, and thus refuse to accept the same. The law requires the defendant to act reasonably and fairly, and to exercise fair, just, and honest judgment. A dissatisfaction with the machines which would warrant the defendant in rejecting the machines must be founded upon some reasonable objection to the quality of the work, or life and durability of the machines. That which the law shall say a contracting party ought in reason to be satisfied with, that the law will say he is satisfied with.” This instruction is wrong in principle and contrary to the decisions of this court. The language of the contract is plain and its meaning certain; the machines were to be to the full satisfaction of the defendant, and nothing less would satisfy the terms of the contract. The plaintiff did not undertake to make and install machines which the defendant ought in reason to be satisfied with, and therefore ought to pay for, but he undertook to furnish machines which the defendant would be satisfied with, and by this contract he is bound, provided only that the defendant acted in good faith, and was honestly dissatisfied. This much and no more the law requires of the contemplated purchaser, and if his dissatisfaction is in good faith, it matters not whether it be reasonable or unreasonable, for the law will not make contracts for persons sui juris. McCormick H. M. Co. v. Okerstrom, 114 Iowa, 260, 86 N. W. 284;Haney-Campbell Co. v. Creamery Ass'n, 119 Iowa, 188, 93 N. W. 297. And see cases sustaining the rule cited therein. 6 Am. & Eng. Enc. of Law, 464; 9 Cyc. 620. The defendant asked an instruction which embodied the true rule, and it should have been given.

Letters written by Mr. Inman complaining of his difficulties with the superintendent of the Cedar Rapids mill, and of the lack of help to operate the machines were put in evidence over the objections of the defendant. We think these letters incompetent for two reasons: first, because of the agreement of March 18, 1901, wherein the time was extended to April 22, 1901, which constituted a waiver of previous difficulties, and was an acknowledgment that the plaintiff had not then completed its contract (Osborn v. McQueen, 67 Wis. 392, 29 N. W. 636); and, second, because the complaints were in...