Jordan v. Patterson

• Citation: 67 Conn. 473,35 A. 521
• Court: Supreme Court of Connecticut
• Decision Date: 15 April 1896
• Parties: JORDAN et al. v. PATTERSON et al.

35 A. 521

67 Conn. 473

JORDAN et al.

v. PATTERSON et al.

Supreme Court of Errors of Connecticut.

April 15, 1896.

Appeal from superior court, Fairfield county; Robinson, Judge.

Action by Jordan, Marsh & Co. against James T. Patterson and others, doing business as the Patterson Bros. Knitting Company. Judgment for plaintiffs, and they appeal. Reversed.

John H. Perry and George E. Hill, for appellants.

Morris W. Seymour, John C. Chamberlain, and Howard H. Knapp, for appellees.

ANDREWS, C. J. This action was brought to recover damages for the nonperformance of a contract. Tbe plaintiffs are large dealers in dry goods at wholesale and by retail. The defendants are manufacturers of knit underwear. The complaint alleged generally that on the 16th day of March, 1892, the defendants agreed to manufacture for the plaintiffs a large number of knit undergarments, of various styles and at agreed prices, amounting in the whole to nearly 12,000 dozen, and to deliver the same at various times, but all before the 1st day of December, 1892, for which the plaintiffs were to pay; that the plaintiffs contracted for these goods with the intent, as the defendants knew, to resell the same to other parties; that at the date of said contract they bad bargained to sell a part of said garments to other persons at a profit; that afterwards, and before the time when said goods were to be delivered, they bargained to sell the balance of the same to certain other persons at a profit; that the defendants delivered to the plaintiffs, in pursuance of the said agreement, 160 dozen of the said goods, but neglected and refused to deliver the remaining part,—and claimed damages to the amount of $10,000. The defendants' answer denied the making of the said contract alleged by the plaintiffs, and set up a different one,—a conditional one; and they said, that in performance of the contract so alleged by them, they furnished the said 100 dozen of said garments, but that the plaintiffs neglected to perform the conditions of said lastmentioned contract on their part to be performed, and therefore they (the defendants) did not furnish any more of said goods. The answer also demanded pay for the goods the defendants had so furnished, and damages for the nonperformance by the plaintiffs.

The finding of the court shows that there was evidence that the parties had had dealings with each other prior to the 10th day of February, 1892; that the plaintiffs had purchased of the defendants garments of their manufacture, some of which were then manufactured, and some of which were to be thereafter manufactured and delivered, and which were in fact so manufactured and delivered, but that on said day there was no contract subsisting between them; that between the said 10th day of February, 1892, and the 16th day of March, following, the plaintiffs sent to the defendants 14 separate orders for goods of their manufacture, each one duly numbered and signed, specifying the number, quality, style, and price of the goods ordered, and the date when they were to be delivered, as well as the date of payment; that on said 16th day of March, 1892, the defendants sent a letter to the plaintiffs as follows: "Office of the Patterson Brothers Knitting Co. Ladies', Gents', and Children's Fine Knit Underwear. Bridgeport, Conn., March 16, 1892. Messrs. Jordan, Marsh & Co., Boston, Mass.—Gentlemen: We are in receipt of the following contracts, for which we thank you. [Then followed a description of the 14 orders above referred to, by their numbers and amounts.] Yours, truly [Signed] H. B. Odell, Manager." It is also found that the defendants delivered to the plaintiffs 160 dozen of the goods mentioned in said orders. There was no claim made that Odell was not the duly-authorized agent of the defendants, or, at any rate, no claim that the question of his agency was not submitted to the jury with proper instructions. The case was tried on an issue closed to the jury, and the plaintiffs had a verdict for an amount in damages which, they assert, is very much less than they are entitled to have; and they have appealed to this court, alleging various errors in the trial court.

The plaintiffs claimed that the said orders, and the letter of March 16, 1892, constituted one contract, as to all the goods named in al! the orders, and that it was the contract on which this action was brought; that the letter was afterwards ratified and confirmed by the defendants themselves as an acceptance of all the orders, and was so treated by them, because they delivered a portion of the goods under the orders generally. The defendants, on their part, claimed that the letter of March 16, 1892, was not an acceptance; that, if an acceptance at all, it was an acceptance of only some one of the orders; that each of the orders stated a separate contract, and must be separately declared on, and, as the complaint declared on one contract only, in no event could there be a recovery in this case on more than one of such orders. Upon this part of the case the judge instructed the jury as follows: "It is for you to say what language the paper [i. e. the letter of March 16, 1892] speaks, and what the intention was in the use of the language it contains. It is for you to say whether a person who sends such a paper as this to another under the circumstances here claimed, and then goes forward and begins to fill, and does fill, some of these very orders named in the paper so sent (if such be the facts), could fairly be said to have had no intention to speak the language of acceptance and promise in that paper, or had no intention, by the language used, to accept, and promise to fill, the orders he named. These are matters for you to determine after a careful and serious examination of the evidence and claims on both sides." The substance of this instruction was repeated by the judge twice or three times in the course of his charge, and at one time with language which apparently implied that the jury might select one of the separate orders, and, if that was broken, render a verdict for damages only as to such particular contract. This was error. There was no ambiguity or doubt as to the terms of the orders, or of the letter of March 16th, and there was no suggestion of any fraud. Under such circumstances, it was for the judge, and not for the jury, to say what these writings meant. It was a question of law, and not of fact. Gibbs v. Society, 38 Conn. 153, 167; Hotchkiss v. Higgins, 52 Conn. 205, 213; 1 Starkie, Ev. 429; 1 Greenl. Ev. § 277. The orders and the letter were offered as proof of a contract between the parties. If a contract at all, it was a contract in writing. As such, its interpretation —its legal effect—was a question of law, for the judge. Nor was such interpretation the less a question of law because the construction might have been aided by the use of extrinsic evidence, such as the business of the parties, their knowledge each of the business of the other, and their previous dealings, including as well what may be called the practical construction put upon the contract by the conduct and acts of the parties. The judge, by the aid of all the undisputed facts in the case, could put himself into...