Jones Cotton Co. v. Snead

• Decision Date: 10 February 1910
• Citation: 169 Ala. 566,53 So. 988
• Parties: JONES COTTON CO. v. SNEAD ET AL.
• Court: Alabama Supreme Court

53 So. 988

169 Ala. 566

JONES COTTON CO. v. SNEAD ET AL.

Supreme Court of Alabama

February 10, 1910

Rehearing Denied Dec. 22, 1910.

Appeal from Law and Equity Court, Madison County; Tancred Betts Judge.

Action by J. H. Snead and others against the Jones Cotton Company. From a judgment for plaintiffs, defendant appeals. Affirmed.

D. A Grayson and Callahan & Harris, for appellant.

Goodhue & Blackwood and Walker & Spragins, for appellees.

MAYFIELD J.

Appellant received from appellees, through its agent, Baugh, 306 bales of cotton. The sum of $12,440 was advanced on the delivery of the cotton. The day after the last lot was delivered, the appellant, through its said agent, delivered to appellees the following written statement:

Boaz, Ala., December 19th, 1907.

Recd. John H. Snead & McKleskey for shipment on account the following No. bales of cotton, viz.:

Nov 14th, 145 B/c advance $6,240 00

Dec. 1st, 81 B/c advance 3,245 00

Dec. 14th, 54 B/c advance 2,160 00

Dec. 18th, 26 B/c advance 800 00

This cotton to be settled for at any time Snead & McKleskey may elect by giving notice before 12 o'clock on the day to be closed out on basis Mid.

C. M. Baugh, Agt., Jones Cotton Co.,

Huntsville, Ala.

This instrument is treated by appellees as a void contract, because not executed; and by appellant as a contract void for uncertainty. The truth and law of the whole matter is it is not, strictly speaking, a complete or entire contract. In part, it is a receipt for the cotton and for part of the price therefor--this, from the mere recitals of that part of the contract which was executed--and in part, the recital or written evidence of an executory contract. In so far as it was a receipt, it was of course governed by the law regulating receipts--that is, it was open to contradiction or explanation by parol proof; and in so far as it was a contract it was governed by the law of written contracts, and could not be contradicted or varied by contemporaneous parol proof. Gravlee v. Lamkin, 120 Ala. 210, 24 So. 756; Smith v. Southern Express Co., 104 Ala. 387, 16 So. 62.

We cannot agree with appellant that the contract specially declared on, as shown above, is void for indefiniteness and uncertainty. It does not attempt or purport to set out the entire contract, but, as it shows on its face, it is a mere written memorandum of the real and complete contract--a memorandum in the form of a receipt, as to the executed part; and a written statement of the terms of that part which was executory.

While the price at which the cotton was sold, or to be sold, is not shown by the writing, and, as the proof shows, was not definitely fixed or named at the time of the sale, yet it is shown that the parties did, at the time the contract was made, settle upon a method by which the price was to be determined with certainty. That method is expressed in the contract, in the provision that the price should be the market price of middling cotton on the day the seller should demand settlement or payment of the balance of the purchase price, provided he gave notice before 12 o'clock on the day of settlement. This was sufficiently definite and certain, or, accurately speaking, was capable of being made so; and it was alleged and proven that it was so made certain in this case. Mechem on Sales, § 210; McBride v. Silverthorn, 11 Up. Can. O. B. 545; McConnell v. Hughes, 29 Wis. 537; Shaw v. Smith, 45 Kan. 334, 25 P. 886, s. c. 11 L. R. A. 681; Ross on Vendors, 51; Ames v. Quimby, 96 U.S. 324, 24 L.Ed. 635.

There was no dispute as to the amount, quantity, or grade of the cotton, nor that the appellees had the right to name the day on which the transaction should be closed, and that the market price of that day should be the price of the cotton sold; but it was contended by the appellant that it was the New York price of futures, and not of middling spots, and that the appellees should lose the costs of the margins necessary to carry the contracts of futures from date of delivery to date of settlement.

It was also contended by the appellant that its agent, Baugh, who made the contract, had no authority to make such contract as that evidenced by the written instrument heretofore set out that his authority was to receive on different terms--that is, at the price of New York futures and costs of margins, etc. It was not denied, however, that...