Ledon v. Havemeyer

• Decision Date: 15 April 1890
• Citation: 24 N.E. 297,121 N.Y. 179
• Parties: LEDON et al. v. HAVEMEYER et al.
• Court: New York Court of Appeals Court of Appeals

121 N.Y. 179

24 N.E. 297

LEDON et al.

v.HAVEMEYER et al.

Court of Appeals of New York.

April 15, 1890.

Appeal from supreme court, general term, first department.

Noah Davis, for appellants.

John E. Parsons, for respondents.

RUGER, C. J.

The sole question involved in this case is the interpretation to be given to the language, ‘for shipment within thirty days by sail or steam, seller's option,’ as used in an executory contract for the sale by the plaintiffs to defendants of 1,000 tons of Cuba Muscovado sugar, upon which the buyers were to provide marine insurance. The contract was made on February 7, 1885, in New York, where the vendees resided, the vendors being residents of Cuba; and the sugar was intended to be shipped from some port in that island to the defendants at New York. The evidence shows that the shipment of the sugar was begun on the steamer Gladiolus at Sagua, in Cuba, on the 5th, and completed on the 7th, day of March, 1885, when the master of the vessel delivered to the plaintiffs a bill of lading certifying to the shipment ‘in good order and condition by Messrs. Mora Ona & Co., [the plaintiffs,] for account and risk of Messrs. Havemeyer & Elder, [the defendants,] on board the Br. Str. called the ‘Gladiolus.’ whereof Sinclair is master, now lying at the port of Sagua La Grande, Cuba, and bound for New York, * * * fifteen hundred hogsheads of Muscovado sugar.' The steamer did not, in fact, clear from the port until the 13th of March, and arrived in New York on the 17th of the same month. It further appears that the full capacity of the Gladiolus was 1,500 tons, and freight room to New York for 1,000 tons only was hired of her charterer by the plaintiffs. It also appeared that the vessel was detained by the charterer, without the knowledge or consent of the plaintiffs, so far as appears, at Sagua, for six days after the sugar was shipped, seeking for freight to fill out her complement. The sugar and bills of lading were duly tendered to the defendants in New York by the plaintiffs' agents on the day of the arrival of the Gladiolus in that city, and they refused to receive them upon the grounds stated in a letter of which the following is a copy: ‘New York, March 17th, 1885. Messrs. Perkins & Welsh, Agts.-Gentlemen: We beg to inclose draft and documents for the cargo Gladiolus. We decline to accept the cargo, as the terms of the contract were not complied with. The ship should have cleared the 10th inst., at the latest, and was detained, seeking cargo, much beyond a reasonable time after shipment. Yours, very truly, HAVEMEYER & ELDER.’ Other evidence was given upon the trial, but none which bears upon the point involved in the case. After the evidence was closed, the defendants asked the court to direct a verdict for them upon the following grounds: (1) That the plaintiffs failed to comply with the contract of sale; (2) that the contract required shipment within 30 days, and it appears that the sugar was not shipped until after the expiration of that time. The court granted the motion, and the plaintiffs duly excepted thereto. The judgment entered upon this verdict was affirmed at general term, and from that affirmance this appeal is taken.

Upon the trial the plaintiffs objected to the direction of a verdict by the court; and, if there was any evidence in the case presenting questions of fact, it was error for the trial court to take it from the jury. The motion for a verdict was put by the defendants upon a single ground, viz., that the evidence did not show a shipment of the sugar by the plaintiffs within 30 days after the date of the contract; and the determination of this appeal depends upon the question whether such shipment was made within the time mentioned. If the ground stated by literally construed, it is obvious that it has no support in the evidence; for the sugar was, concededly, shipped within the 30 days. If we refer to the defendants' letter of refusal, we find that the shipment of the sugar within the stipulated time is distinctly conceded; but they claim that the nonperformance of the contract referred to consisted in the fact that the vessel did not sail immediately after the expiration of the thirty days; and the question to be determined is whether the language of the contract required the clearance of the vessel, as well as the loading of the ship, within the stipulated time. This was the ground upon which the trial court based its judgment; and the general term have based their affirmance, substantially, upon the same ground. Some allusions are made in the ipinion below to the bona fides of the shipment; but that question, if in the case at all, was a disputedquestion, and could not be made a reason for sustaining a judgment which might otherwise be erroneous. If there was evidence in the case tending to show bad faith on the part of the plaintiffs in making the shipment, it presented a question of fact for the jury, upon which the parties were entitled to take their verdict. We think the language of the contract is not susceptible of the construction given to it by the courts below. This contract, like all others, must be construed with reference to the intent of the parties making it, and, if its language is plain and unambiguous, it must be given that construction which the language fairly imports; and the question of its meaning is a question of law for the court. That meaning, we think, is the putting the goods sold on board a vessel bound for New York with the intent, in good faith, to have them cleared for the point of destination in the regular course of trade, or in a reasonable time after the shipment.

The appellants claim that the place of delivery for the goods sold under this contract was the sailing port, and that, when they were shipped in conformity with the terms of the contract, title passed to the vendees, and the goods were thereafter to be transported at their risk. This is claimed to have been indicated, among other provisions, by that requiring the vendees to make marine insurance. Mee v. McNider, 109 N. Y. 500, 17 N. E. Rep. 424. It is unnecessary to decide this question as it has no controlling influence over the signification of the word ‘shipment’ as used in the contract. That question, we think, is made clear by general usage, and the uniform course of authority on the point. There is nothing in the language used in the contract, or in the...