Jones v. Binford
| Decision Date | 22 February 1883 |
| Citation | 74 Me. 439 |
| Parties | J. WINSLOW JONES AND COMPANY, (Limited,) v. PETER W. BINFORD. |
| Court | Maine Supreme Court |
ON REPORT from the superior court.
Assumpsit upon the following contract:
" Contract for Sweet Corn Season of 1881.
It is hereby agreed between J. Winslow Jones and Company, (limited) of the one part and the other subscribers hereto, each for himself, that each of said subscribers will the present season plant and cultivate with sweet corn suitable for packing, the quantity of land hereunto set against his name and when the corn is in proper condition for packing, he will from time to time, upon reasonable notice from said company gather and deliver to said company as wanted by them all the corn raised on said land, at their factory in Hiram, the same to be there delivered in the husks in the usual and customary manner upon the same morning it is gathered.
And said company agrees with each of said subscribers to pay him for all his corn so received, two and one-half cents per canister, which shall be packed in merchantable order with corn of such party, to be paid for in January, 1882.
And each of said subscribers hereby agree as fixed and liquidated damages, to pay to said J. Winslow Jones and company (limited) two and one-half cents per canister for each and every canister of corn which shall be raised by or grown on the farm of such subscribers, and which shall be sold to and be taken by any other person in violation of this contract or in diminution of the quantities so contracted to be delivered to said company.
It is furthermore agreed, that instead of the cans being counted, the corn shall be weighed as soon as cut off, and one pound and eleven ounces be reckoned equal to one can.
J. Winslow Jones and Company, (limited).
The writ was dated September 28, 1881.
The plea was the general issue.
Other material facts stated in the opinion.
C. P. Mattocks, for the plaintiffs, cited: Babcock v. Wilson, 17 Me. 372: Bell v. Woodman, 60 Me. 465; Osgood v. Davis, 18 Me. 146; Hancock v. Fairfield, 30 Me. 299.
Drummond and Drummond, for the defendant.
The so-called contract is a nudum pactum. The plaintiffs only agreed to pay for the corn " received" by them, but they do not agree to receive. A promise is a good consideration for a promise, but it must be absolute on each side. Chitty, Contr. 52.
The contract is void as being against the policy of the law. It is an unconscionable contract. It provides for the forfeiture of the whole value of the corn in case the defendant sells the corn to anybody else. He may fail to keep his contract in any other respect--not plant, or plant and use the corn himself, or let it ripen--and only be liable for actual damages. James v. Morgan, 1 Lev. 111; Thomberough v. Whiteacre, 2 Ld. Raym. 1164.
This clause of the contract is in general restraint of trade and void for that reason. 2 Chit. Contr. 983, note; Alger v. Thatcher, 19 Pick. 51.
This is not a large case in itself, but it is one of great importance to farmers and packers of corn.
A breach of the contract in suit is not denied; but the defence is its invalidity for want of consideration and illegality. That one promise is a good consideration for another is conceded. But it is claimed that here there is virtually no promise on the part of the plaintiff; that the contract is so cunningly worded that while there is in it a distinct, unqualified promise to pay for the corn " so received," there is under it no obligation to receive any. This depends upon the meaning of the words " so received," and that is to be ascertained by consulting the previous clause, which imposes the obligation resting upon the defendant.
In that clause the defendant agrees to plant and cultivate four acres of sweet corn and when the corn is in proper condition for packing, he will upon proper notice deliver to the plaintiffs as wanted all the corn so raised, " at their factory in Hiram." In the next clause, the plaintiffs agree to pay a price specified for all the corn " so received." The necessary inference is that the delivery provided for is the reception referred to. The one is the same as the other, and when the delivery is completed, so is the reception. As the delivery is incumbent upon the defendant, he has only to perform his duty in that respect, and the obligation on the part of the plaintiffs to pay follows necessarily. The clause is the same in effect and imposes the same obligation upon the plaintiffs as though it was a promise to pay for all the corn so delivered.
It is, however, further objected that the corn is to be delivered upon reasonable notice from the company and " as wanted by them," and that the company may avoid all liability by neglecting to give any notice, or by making other arrangements so that it will not want the corn. But the company accepted and signed the contract. It provides for the production and delivery of the corn. The very object and purpose of it is to supply a contemplated want, and the law would hardly authorize a party so contracting, to say to the other who had fulfilled his part of the obligation, " I have changed my mind and do not now want the corn and shall give no notice for its delivery." A party attempting such a wrong would be likely to find his attempt a failure upon the familiar principles of estoppel.
But he would find a still more serious difficulty in his way. The delivery rests with the other party. It is to be made when the corn is fit for packing. So far it is absolute and unqualified. The notice applies to that time and that only. It is to be given for the benefit of the receiver and not of the one who is to deliver. If the party receiving chooses to waive it, it does not change or control the right to deliver within the specified period. Then the obligation to deliver is not conditional upon its being wanted; that is taken for granted. The language of the contract is not to deliver if wanted, but as wanted, that is, as it can be used during the time it is fit for packing.
The only fair construction which can be given to this contract and the one which expresses the meaning of the parties better than any other, is that the defendant undertakes to plant and cultivate a specified quantity of land to sweet corn and deliver what is so raised at the plaintiffs' factory when fit for packing, when notified if reasonable notice is given or if no reasonable notice is given, he may still deliver it during the time specified, and for all the corn so raised and delivered, the plaintiffs must pay the stipulated price. Thus it is a simple contract...
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