Longfellow v. Huffman

• Decision Date: 06 December 1910
• Citation: 57 Or. 338,112 P. 8
• Parties: LONGFELLOW v. HUFFMAN et al.
• Court: Oregon Supreme Court

112 P. 8

57 Or. 338

LONGFELLOW v. HUFFMAN et al.

Supreme Court of Oregon

December 6, 1910

Appeal from Circuit Court, Wallowa County; J.W. Knowles, Judge.

Action by N.C. Longfellow, against John W. Huffman and another partners under the style of Huffman & Son. From a judgment for plaintiff, defendants appeal. Affirmed.

See also, 104 P. 961.

This is an action to recover damages for an alleged breach of a contract, made by defendants to sell and deliver to plaintiff some lambs, the product for the years 1905 and 1906, of a certain flock of sheep owned by defendants. Plaintiff secured a judgment for a failure to deliver in 1906, and defendants have appealed. The principal facts, and the pleadings upon which this trial was had, are substantially the same as those in a former trial of the same case, and, as they were fully stated in the opinion of this court rendered on the second appeal, they need not be restated here. See Longfellow v Huffman, 104 P. 961.

T.H Crawford, for appellants.

D.W. Sheahan, for respondent.

SLATER J. (after stating the facts as above).

This is the third time this case has been, in some form, before this court. In the first case the action was based upon the refusal of defendants to deliver the lambs for 1905, but as plaintiff's evidence failed to show that defendants offered to credit the price upon his note, or that he had the note at the time, or was able to credit the purchase price thereon, the trial court granted a judgment of nonsuit, which was affirmed on appeal (49 Or. 486, 90 P. 907). In the second case the action was upon the entire contract. Damages were demanded for failure to deliver lambs, the increase of 1905 and 1906, and the trial court directed a verdict for defendants. Upon appeal from this judgment this court sustained the action of that court, in so far as the damages claimed for failure to deliver lambs for 1905 were concerned, for substantially the same reasons as stated in the first opinion. We held, however, that the contract being severable, plaintiff, if the facts stated in the complaint were found to be true, might recover for defendants' failure to deliver in 1906; and because of the trial court's refusal to submit to the jury the issues presented by the answer, whether the contract alleged and the note and chattel mortgage were executed at the same time as one transaction, and whether the contract was entered into for the purpose of further security for payment of the debt evidenced by the note.

Upon a retrial of the case the evidence was undisputed and conclusive that the note and mortgage, although dated October 1, 1904, were not delivered by the makers thereof until November 2d following, and concurrently with the execution and delivery of the contract upon which this action is based, and that the subject-matter thereof was included in the terms of chattel mortgage. Upon this state of the record, although there had been offered by each of the parties, and received in evidence, conflicting, extrinsic parol testimony of the acts and declarations of the respective parties, tending to show their intent as to whether the contract was on the one hand an independent contract to sell, or, on the other, a further security for the payment of the note, defendants requested of the court a directed verdict in their favor, based upon the ground that, as the testimony conclusively establishes that the several instruments were executed by the same parties at the same time, and include the same subject-matter, and are not ambiguous or conflicting in terms, it was the duty of the court to construe them as one contract, and as intended to secure the payment of the debt. As an alternative, defendants requested an instruction to the effect that if the several instruments were delivered at the same time, were between the same parties, and concerned the same subject-matter, they must find for the defendants. These and other similar instructions were denied, and defendants saved exceptions.

The court instructed the jury, in substance, that where several instruments are executed and delivered at or about the same time, are between the same parties, and concerning the same subject, all are to be construed as one and the same contract; that if the jury found it was the intention of the parties that the contract should be a part of the chattel mortgage, as additional security for the payment of the note, then the verdict should be for defendants, but if not so intended, but intended as evidence of a sale, then the verdict should be for plaintiff; and that in determining the intent of the parties the jury might take into consideration the extrinsic evidence, showing the previous dealings of the parties, with reference to the band of sheep originally sold by plaintiff to defendants, a previous similar contract existing between the parties in relation thereto, and the acts and declarations of the parties in relation thereto.

Defendants' contention is based upon this assumption, that where there are two contemporaneously written agreements between the same parties, relating to the same subject-matter, they must be construed together as one contract. Some decided cases have thus announced the rule, and among them is an early case of this court, Dean v. Lawham, 7 Or. 423, but in a dissenting opinion in that case Mr. Justice Boise points out that the duty to construe as one contract two apparently separate and distinct agreements does not arise simply because of the concurrence of the three elements named, but that it must appear that they are parts of one and the same transaction. In Cornell v. Todd, 2 Denio (N.Y.) 132, the court says: "It is not necessary that the instruments should in terms refer to each other, if in point of fact they are parts of a single transaction. But until it appears they are such, either from the writings themselves, or by extrinsic evidence, the case is not brought within the rule. *** It may very well be that the same parties should have several transactions in one day, and of the same general nature; and yet that each one should be distinct from and wholly independent of the other."

In the later case of Blagen v. Thompson, 23 Or. 239, 246 31 P. 647, 650, 18 L.R.A. 315, Mr. Justice Bean states the rule with more caution as follows: "When two written contracts are entered into between the same parties, concerning the same subject-matter, whether made simultaneously or on different days, they may, under some circumstances, be regarded as one contract and interpreted together." What circumstances would be necessary to make such agreements one transaction was not essential to the discussion of that case, but the citation to Bishop on Contracts, § 165, made in that connection, may be significant. That author there says that separate instruments, executed under the circumstances mentioned, "may be regarded as one contract, when this view of them is just, and accords with the intent of the parties; and, whether so or not, all should be interpreted together. Yet, as a foundation for suing, what thus appears to be one contract may in law constitute more contracts than one; this will depend upon the words, the subject, and the...