Liljengren Furniture & Lumber Co. v. Mead

• Citation: 42 Minn. 420,44 N.W. 306
• Parties: LILJENGREN FURNITURE & LUMBER CO. v MEAD.
• Decision Date: 29 January 1890
• Court: Supreme Court of Minnesota (US)

42 Minn. 420

44 N.W. 306

LILJENGREN FURNITURE & LUMBER CO.vMEAD.

Supreme Court of Minnesota.

Jan. 29, 1890.

(Syllabus by the Court.)

1. In case of a contract to furnish and deliver the sash and window and door frames for a building in process of construction, to charge the seller with loss of rents of the building by reason of delay in its completion, caused by his failure to furnish the articles at the time agreed, the contract must have been made in such circumstances and upon such a state of facts that it may reasonably be supposed to have been contemplated by the parties, when making the contract, that such loss would probably follow its breach, and hence that the seller consented to become liable for it.

2. And such facts and circumstances, if relied upon, must be pleaded and proved. Following Frohreich v. Gammon, 28 Minn. 476,11 N. W. Rep. 88.

3. Where a contract is silent as to the time of performance, the law implies that it is to be performed in a reasonable time; and, if it be in writing, evidence of a contemporaneous oral agreement is inadmissible to vary the construction to be thus legally implied from the writing itself.

Appeal from municipal court, city of Minneapolis; EMERY, Judge.

Edson S. Gaylord and Charles G. Van Wert, for appellant.

Ferguson & Kneeland, for respondent.

MITCHELL, J.

The principal question raised by this appeal is whether defendant's answer states facts sufficient to constitute a counter-claim for loss of rents of her building by reason of delay in its completion, caused by plaintiff's alleged failure to furnish the outside window and door frames and sash at the time it had contracted. The action is for wares and merchandise, these frames and sash, sold and delivered to defendant at her request. The allegations of the answer, so far as here material, are that the plaintiff entered into a contract with defendant by which it agreed to furnish and deliver to her at her building, then in process of erection in Minneapolis, these frames and sash, to be used in its construction, as fast as they should be needed in the regular course of construction of the building; that plaintiff has failed to furnish and deliver the same as fast as needed in such construction; that some of them still remain unfurnished, although all thereof were long since needed in the course of such construction, and have often and repeatedly been demanded by defendant; that, by reason of such failure, defendant has been greatly damaged by loss of rents of said building, which, but for such failure on plaintiff's part, would have been long since completed and rented to tenants, and yielding rents to defendant,-all to her damage in the sum of $300. This does not state facts entitling defendant to any such damages for plaintiff's alleged breach of its contract. The loss of rents are not such direct, necessary, and natural effects as the law would imply from a failure to furnish the frames and sash; and no extrinsic facts or circumstances are alleged to show a natural and proximate relation of cause and effect between the alleged breach of the contract and the injury to be compensated, or the existence of any extrinsic facts, known to the plaintiff at the time of making the contract, from which it may be inferred that it was in the contemplation of the parties that defendant should be liable for any such consequences of a failure to deliver these articles. The ordinary damage-that is, that which naturally, and in the usual course of things, results from the breach of a contract for the sale and delivery of goods, wares, and merchandise-is the difference between the contract and market prices; or, in other words, the extra cost to the vendee of...