Manufacturers Light & Heat Co. v. Lamp

• Decision Date: 28 February 1921
• Docket Number: 190
• Citation: 269 Pa. 517,112 A. 679
• Parties: Manufacturers Light & Heat Co., Appellant, v. Lamp et al
• Court: Pennsylvania Supreme Court

112 A. 679

269 Pa. 517

Manufacturers Light & Heat Co., Appellant, v. Lamp et al

No. 190

Supreme Court of Pennsylvania

February 28, 1921

Argued January 20, 1921

Appeal, No. 190, Oct. T., 1920, by plaintiff, from decree of C.P. Allegheny Co., April T., 1920, No. 946, dismissing bill in equity, in case of Manufacturers Light & Heat Co. v. J. C Lamp, V. A. Auld and Peoples Natural Gas Co. Affirmed.

Bill in equity for specific performance of contract for purchase of natural gas. Before SHAFER, J.

The opinion of the Supreme Court states the facts.

The court dismissed the bill. Plaintiff appealed.

Error assigned, among others, was decree, quoting it.

The decree is affirmed at the cost of the appellant.

A. Leo Weil, of Weil, Christy & Weil, for appellant. -- There was a sufficient note or memorandum signed by the party to be charged: Title G. & S. Co. v. Lippincott, 252 Pa 112; Chively v. Black, 45 Pa. 345.

It is sufficient that the writing actually signed refers to some other writing, either in existence or to come into existence, which contains all of the terms: Title G. & S. Co. v. Lippincott, 252 Pa. 113; Beckwith v. Talbot, 95 U.S. 289; Railway Co. v. McCarthy, 96 U.S. 258.

The contract between the parties is not barred by the statute, because something was given in part payment.

Allen T. C. Gordon, of Gordon & Smith, and Arthur E. Young, with them Christie Payne, for appellee. -- The note or memorandum of November 24, 1919, signed by Lamp and Auld is incomplete and unenforceable; besides, appellant seeks to enforce an agreement inconsistent with it or to first reform, by parol evidence, and then enforce it: Gardner v. Hazleton, 121 Mass. 494; Safe Dep. & Trust Co. v. Coal & Coke Co; 234 Pa. 100; Williams v. Morris, 95 U.S. 444; Hammer v. McEldowney, 46 Pa. 334.

There has been no part performance by appellants.

Before MOSCHZISKER, C.J., WALLING, KEPHART, SADLER and SCHAFFER, JJ.

OPINION

MR. JUSTICE SADLER:

Lamp and Auld were part owners of certain gas leases. On November 24, 1919, they were requested by the Manufacturers Light & Heat Company to sell it the gas which might be produced from wells then being drilled, and to which the company proposed to extend its pipe line. They signed an agreement contracting to dispose of their product at "$ .14 per thousand cubic feet during the first year and $ .15 per thousand cubic feet during the remainder of the contract to be prepared and executed by us. . . . Said contract to be prepared for signature and executed within 10 days." At the time of signing, other stipulations were suggested to the agent of the company regulating payment in case the pipe-line was not completed at the time the well began producing. The provision as to length of term, as well as other details, was left for insertion in an agreement to be prepared subsequently; and within ten days such a written contract was submitted, by which the term was fixed at three years. Upon receipt of the copy, Lamp and Auld refused to sign, on the ground that the others interested with them were not satisfied with the arrangement, and the proposed agreement was returned. The lessees afterwards entered into a contract with the Peoples Natural Gas Company, one of the defendants in this proceeding, and furnished gas to it when the well began to produce on December 15, which was thirty days before the Manufacturers Company had completed its line so as to receive the flow. A bill in equity, filed against the proposed vendors, and their ultimate vendee, praying for specific performance of the agreement referred to, and asking for an accounting of the product already sold, was dismissed because of incompleteness of the contract of sale, which the court below held to be within the scope of the 4th section of the Sales Act of 1915.

Prior to this legislation, there was no requirement that contracts for the sale of personalty should be in writing. The Act of March 21, 1772 (1 Sm. L. 389), based on the English Statute of Frauds and Perjuries, was confined to leases for periods of more than three years' duration, and to sales of real estate. Subsequently, it was provided that declarations of trust in real estate should be manifested by a writing (Act of April 22, 1856, P.L. 532), and that promises to answer for the debt or default of another should be evidenced by written note or memorandum: Act April 26, 1855, P.L. 308. In 1915 (Act May 19, 1915, P.L. 543), the Uniform Sales Act was passed, which extended the statute of frauds to sales of personalty where the amount involved exceeded five hundred dollars. Section 4 is based upon the 17th section of the English Act of 29 Car. II, c. 35, and, in practically the same language, directs that such transactions shall not be enforceable, with certain exceptions, "unless some note or memorandum in writing of the contract of sale be signed by the party to be charged, or his agent, in that behalf."

Statutes, such as the one with which we are dealing, do not provide mere rules of evidence, but are limitations upon the judicial authority to afford remedies: Safe Deposit & Trust Co. v. Diamond Coal & Coke Co., 234 Pa. 100; Moore v. Eisaman, 201 Pa. 190. If, then, there has been a failure to properly comply with the legislative requirements, relief cannot be granted. The contract of sale must be evidenced by a written note or...