McCaw Mfg. Co. v. Felder
| Decision Date | 29 April 1902 |
| Citation | 41 S.E. 664,115 Ga. 408 |
| Parties | McCAW MFG. CO. v. FELDER et al. |
| Court | Georgia Supreme Court |
Syllabus by the Court.
1. The acceptance of a written proposal to furnish for a given period all of the goods of a specified character which the promisee might "want" does not bind the promisor to furnish, or the promisee to order, any of the goods so specified.
2. An offer to supply a manufacturer with all of the boxes of a described character "which should be rendered necessary to pack the output of the factory" of the promisee during a specified time, and an acceptance by the latter of such offer, constitute a contract which binds the promisor to furnish and the promisee to order during the time specified all of the boxes necessary to pack the products manufactured by the latter's factory.
3. Although an offer to sell goods is so indefinite as to the quantity of the goods to be sold as not to be capable of enforcement even after a general acceptance of the terms of the offer by the party to whom it is made, yet where the latter, after such an acceptance, actually orders a specified quantity of the goods, which order is accepted by the proposer, he is bound to furnish, and the party ordering is bound to accept and pay for, all of the goods so ordered.
4. The allegations of the plea in the present case sufficiently set forth, as against a general demurrer, the measure of the damages accruing to the defendant from the failure of the other party to the contract to ship the goods ordered by the defendant under the contract.
Error from superior court, Bibb county; W. H. Felton, Jr., Judge.
Action by Felder & Rountree against the McCaw Manufacturing Company. From a judgment for plaintiffs, defendant brings error. Reversed.
Hardeman Davis, Turner & Jones, for plaintiff in error.
Jno. R L. Smith, for defendants in error.
Felder & Rountree, as transferees of an account in favor of the Georgia Handle Company, brought suit against the McCaw Manufacturing Company. The defendant filed an answer denying liability on the account sued on, and containing, in substance, the following allegations: The defendant required a large number of wooden boxes to ship its products in. The Georgia Handle Company applied to the defendant to manufacture for it all the boxes it might need for a period beginning May 1, 1900, and ending May 1, 1901; and after some correspondence a contract was entered into between the two companies for such boxes as defendant might require during such period, and at the prices therein stated. In pursuance of the contract the defendant sent to the handle company various orders. which were accepted by it, and one of such orders was filled. At the time this order was filled the handle company had orders from the defendant for two car loads of boxes, which orders it failed to fill. The price of boxes having advanced in the meantime, the handle company refused to further carry out its contract; and after this company was placed in the hands of a receiver the receiver failed and refused to carry out the contract, which refusal compelled the defendant to purchase the boxes thereafter to be used at prices in excess of those agreed on in the contract between the two companies. By reason of this breach of contract on the part of the Georgia Handle Company, and by reason of the fact that defendant was compelled to purchase boxes in the market at advanced prices, the defendant had been damaged in a sum far in excess of the plaintiffs' demand, and the amount of this damage should be allowed as a set-off against such demand. Attached to the plea were a number of letters written by each of the two companies above mentioned to the other. This correspondence began with a letter from the handle company in the early part of 1900, stating that the handle company was putting in new machinery for the manufacture of boxes, and would be glad to submit quotations. After some correspondence had taken place, the handle company wrote, requesting the defendant to ship it one of each of the different sizes of boxes that the defendant used, in order that the handle company might see what printing dies and style of boxes were required. Soon after this letter the defendant wrote the handle company that sample of boxes as requested had been forwarded, this letter containing a request that a representative of the handle company call upon the writer after having examined the samples of boxes forwarded. Without detailing more at length the nature of the correspondence between the two companies, it finally culminated in a letter from the handle company submitting prices on crates and packages practically in accordance with the samples and sizes furnished by the defendant. In this letter, prices of some 14 different sizes of boxes were given; it being stated that the prices were to cover a period of one year, beginning May 1, 1900, and the boxes "were to be delivered in car load lots as wanted." At the bottom of the letter the following entry appears: By an amendment to its answer the defendant set up that it was compelled to purchase the two cars of boxes which the handle company failed to furnish at a price $60 in excess of the price named in the contract. The plaintiffs demurred to the defendant's answer as amended on the ground that the contract relied on by the defendant was unilateral and wanting in mutuality; that its terms did not impose upon the Georgia Handle Company any obligation to fill any part of the orders sent it by the defendant, nor compel the defendant to give all or any part of its orders to the handle company; that it was not binding on one of the parties thereto, and therefore not binding on the other; that it was a nudum pactum, there being no consideration for the same. They demurred on the further grounds that the claim attempted to be set off against the plaintiffs' demand, if valid at all, was not a mutual demand, but one on behalf of the defendant against the Georgia Handle Company; it was not a debt between the same parties, and in their own right. The court sustained the demurrers and struck the pleas, and to this the defendant excepted.
If the alleged contract set forth in the defendant's plea was unilateral and wanting in mutuality, then, of course, the items of damage set forth in the plea constituted no proper matter of set-off against the plaintiffs' demand. If, on the other hand, the agreement was a binding and enforceable contract, and the defendant has, by reason of the breach of the contract by the Georgia Handle Company, suffered damage such damage can be properly pleaded as a set-off against the plaintiffs' claim. While, as a general rule, "set-off must be between the same parties and in their own right" (Civ. Code, § 3747), still the transferee of a chose in action, other than a negotiable security, takes it subject to the equities existing between the original creditor and the debtor. Civ. Code, § 3077. Was the contract wanting in mutuality? Or, stated differently, was the handle company bound to furnish all the boxes the defendant might use during the year, and was the defendant bound by the terms of the agreement to order all of the boxes it might require in its business during that time from the handle company? If either of the parties was not so bound, then neither was. The subject of mutuality of agreements of this character has been many times learnedly and elaborately discussed both by courts and text writers,--so much so that little remains to be said, except to apply well-settled rules to the facts of the particular case. The general rule is that, when an offer to sell a quantity of goods at a specified price has been accepted by the person to whom it is made, both parties become bound by the terms of the offer, and neither is at liberty, after such acceptance, to withdraw. Black v. Maddox, 104 Ga. 157, 30 S.E. 723. While a promise is a good consideration for a promise, the promise in each instance must be of such a character as to be capable of enforcement against the party making it, as otherwise neither party will be bound. It must be sufficiently definite both as to time and subject-matter. The promise itself, taken in the light of the surrounding circumstances, must contain sufficient data to enable it to be enforced. These principles would seem to be almost axiomatic, but great difficulty has been experienced in applying them to particular cases. In the present case the Georgia Handle Company offered to furnish the defendant, at specified prices, all of the boxes of a certain character that it might want for a period of one year. The defendant accepted this offer. It is very probable that if the defendant, after the reception of the offer, had agreed to purchase a definite number of boxes, the handle company would have been bound to furnish them. But the defendant does not agree to purchase a single box. It does not agree to want any boxes. It says, in effect, "We, are pleased with the terms you make, and, if we should want any boxes of the character mentioned, we will give you the order." Of course, as the defendant was in a business which required the use of a large number of boxes of the kind specified in the letter of the handle company, the reasonable supposition was that it...
To continue reading
Request your trial