Martin v. Northwestern Fuel Co.

• Decision Date: 01 January 1884
• Citation: 22 F. 596
• Parties: MARTIN and others v. NORTHWESTERN FUEL CO. [1]
• Court: U.S. District Court — District of Minnesota

22 F. 596

MARTIN and others v. NORTHWESTERN FUEL CO. ^[1]

United States Circuit Court, D. Minnesota.

December Term, 1884

Gordon E. Cole and W. D. Cornish, for plaintiffs.

O'Brien & Wilson, for defendants.

BREWER J.

In this case of Martin & Co. against The Fuel Company the question was argued yesterday afternoon at great length, and, as the conclusion to which I have come is different from the impression which I formed when the matter was first presented, the counsel will bear with me if I state in detail the reasons which have led me to my conclusion,-- a conclusion reached after examining the authorities cited, and after consultation last night with my brother NELSON.

I do not think there is any very great difference between counsel as to the rule of law that is applicable to cases of this kind. The question is, as stated by Gen. Cole, as to the application of that rule to the particular facts of this case. Of course, a contract can be entered into by telegram or letter just the same as it can be if parties sit down and reduce their agreement to writing, and the only question is have they by these letters or telegrams come to a definite conclusion,-- a proposition on one side, followed by a definite acceptance on the other? and where language is open to possibly two or three constructions, we have to look at the surrounding situation to determine what the parties meant by it. The question is, what was intended by the language which was used? Briefly, on December 30th, the defendant telegraphed to plaintiffs: 'Are you prepared to make me price by telegraph to-morrow for 40,000 tons,' and so on. 'Advise by wire, quick.' To that an answer was sent on the next day: 'Quantity named delivered afloat, Toledo or Cleveland, as most convenient for both, in about equal monthly installments during navigation, two eighty per ton or two seventy if all taken by October 1st; both ninety days ' The defendant declined that proposition in these words 'Telegram received. Price too high to secure trade. Want to buy this coal of you. Will give you until 6th to figure freights and do better. ' Of course, if there had been nothing beyond that, it would end the matter; but, on the fourth of January, the plaintiff telegraphed in this language: 'Two fifty-five free on board vessels, Cleveland and Toledo, provided quantity named is taken before October 1st, in about equal monthly installments; terms, ninety days. Bulk would probably go via Cleveland, as undoubtedly most convenient to both, but portion would have to go from Toledo. A possibly slightly lower offer from parties representing Sandusky, you can offset by unquestionably securing lower lake freights. ' That dispatch was sent on the 4th, and answered on the next day in this language: 'Telegram received.

You can consider the coal sold. Will be in Cleveland and arrange particulars next week.'

Now, did that make a definite contract between the parties,-- a direct, unqualified acceptance of the terms offered? 'You can consider the coal sold. ' Of course, that refers to the coal as offered upon the terms named in the telegram as to delivery, amount, price, etc. 'Will be in Cleveland and arrange particulars next week. ' Does that operate as a limitation upon the forepart of this telegram? Does it mean to say, Your offer is accepted; we will take that coal,-- consider the trade closed,-- and next week I will be down to arrange for the shipment, the transportation from Cleveland and Toledo? or does it mean, You can consider that this offer that you have made will be accepted; that the terms of the contract-- the details-- will be arranged between us when I come next week? If it means the latter,-- that there were details, particulars, to be arranged,-- then there was no definite, final, irrevocable, absolute acceptance. If it refers (as was argued very forcibly) to the mere matter of arranging for the shipment, why, then, it is an outside matter; it is subordinate to the contract which was accepted by the forepart of the telegram. Of course, it is difficult to say positively what the parties intended; but it is a telegram from the proposed vendee to the proposed vendor, that he will come to the latter's place of business (Cleveland) and will arrange particulars. Naturally, you would think that that would refer to arranging with him (the vendor) the particulars.

Doubtless as appears from the testimony given by Mr. Martin, (the only oral testimony,) the principal thing was the matter of transportation. But just see how the case stands in that respect. The defendant, as appears, had no transportation, and had to arrange for transportation, The proposition is, deliverable free on board at Cleveland or Toledo, in about equal monthly installments, bulk to go via Cleveland, but a portion must go by Toledo. Transportation must be arranged. Whether it was the duty of the vendor or vendee to arrange for the transportation, it had to be arranged for; transportation must be provided; and, obviously, from the testimony, that was the main thing which was in the mind of the defendant in going to Cleveland; so, Mr. Martin says, he told him. But whether that transportation could be secured for the greater portion at Cleveland,-- whether it could be secured for 7,000 tons a month, or for only 5,000 tons a month,-- was a matter as yet unknown. It was to be delivered in equal monthly installments, and I take it that, fairly construed, the delivery would commence when navigation opened, inasmuch as vessel transportation was contemplated. As that is said to be the first of April, or thereabouts, from that to the first of October would be five months, making a monthly installment of about 8,000 tons, 'the bulk via Cleveland.' Now, until the vendee had ascertained that he could make arrangements for transporting 7,000 tons, or any other definite amount, from Cleveland, could it be said that he had intended to finally consummate the contract, and that the amounts to be...