Mercer Electric Mfg. Co v. Conn. Electric Mfg. Co.

• Decision Date: 05 March 1914
• Citation: 89 A. 909,87 Conn. 691
• Parties: MERCER ELECTRIC MFG. CO v. CONNECTICUT ELECTRIC MFG. CO.
• Court: Connecticut Supreme Court

89 A. 909

87 Conn. 691

MERCER ELECTRIC MFG. CO

v. CONNECTICUT ELECTRIC MFG. CO.

Supreme Court of Errors of Connecticut.

March 5, 1914.

Appeal from Superior Court, Litchfield County; Gardiner Greene, Judge.

Action by the Mercer Electric Manufacturing Company against the Connecticut Electric Manufacturing Company for breach of contract. From a judgment for plaintiff, defendant appeals. No error.

Samuel A. Herman, of Winsted, and Thomas F. Ryan, of Litchfield, for appellant John T. Hubbard and John H. Lancaster, both of Litchfield, for appellee.

WHEELER, J. The complaint sets forth that: The plaintiff and defendant on August 6, 1908, entered into a written contract for the manufacture of 1,000,000 fuse plugs as ordered by the defendant within one year, which contract was evidenced by an order of July 30th and an acceptance of August 6, 1908. The plaintiff began such manufacture and received certain orders from the defendant under this contract, but on October 22, 1908, it canceled the orders given under the contract and refused to receive further goods. The plaintiff has been ready to carry out its part of the contract, but has been prevented by the defendant. The defendant answered: (1) It denied that it entered into the contract and alleged that the orders referred to in the complaint were of orders given independent of the contract, and in whose cancellation the plaintiff acquiesced. (2) It alleged an agreement between the parties to abandon the proposed written contract which it was agreed should be entered into when the order of July 30th was given, and that orders thereafter given should be upon certain stated terms which plaintiff broke, and therefore defendant canceled these orders. (3) It alleged that the order of July 30th was tentative, and not to be effective unless the plaintiff entered into a written contract containing the terms of the contract as recited, and this the plaintiff failed to do. (4) It alleged payment in full settlement of all demands under the contract sued on. (5) It alleged a cancellation in November, 1908, of any claim the plaintiff might have under the order of July 30th. The appeal is predicated upon alleged errors in the instructions to the jury, and upon the refusal of the trial court to set aside the verdict.

The principal error in the instruction is alleged to have been in the construction placed upon Exhibits D, E, and F. D was an order from the defendant to the plaintiff for the purchase of fuse plugs; E was a letter accompanying the order and reciting certain terms upon which the order was placed; F purported to be an acceptance of the order by the plaintiff. The letter E stated that the order was on the same terms "as per our conversation a few days ago." The court instructed the jury that according to its recollection of the evidence there were no other communications between the parties at the time of the transaction evidenced by D and E, and therefore their meaning was to be determined by the court. The court then instructed the jury that D and E were to be read together as one document, and comprised an offer to buy a certain quantity of plugs on the terms therein stated, and that a part of the terms of the offer were specified in E and a part were included in the oral conversation referred to but not detailed in E. After specifying the terms of the offer as found in D and E, the court directed the jury to ascertain from the evidence what terms were included in the conversation and make these a part of the offer. In short, the instruction was that the completed offer was made up of the terms stated in D and E, supplemented by those of the conversation. This instruction was correct and adapted to the situation before the jury.

The meaning of D and E was for the court to determine. Jordan, Marsh & Co. v. Patterson, 67 Conn. 479, 35 Atl. 521. As we read the evidence, the court's recollection in the particular referred to was not at fault. The plaintiff upon receipt of the offer D, with the accompanying letter E, replied by letter of August 3d notifying the defendant that it proposed accepting the defendant's offer of July 30th, and on August 6th wrote defendant Exhibit F, in which the plaintiff expressly says it accepts the offer of July 30th. The court instructed the jury that this constituted an acceptance if they found F to have been duly mailed the defendant. There was no error in this. The construction of F was for the court, and it placed upon it the only meaning of which it was susceptible. The mere fact that some of the terms of the offer were a part of a conversation did not make the offer indefinite or uncertain. It was capable of precise ascertainment.

The acceptance must meet the offer made, and the letter F did this. One of the terms of the offer was the privilege of increasing the order from 1,000,000 to 2,000,000 fuse plugs. We cannot agree with the defendant that the acceptance left this term open; we think it plainly covered it.

The defendant complains of the instruction that the mailing of Exhibit F was a sufficient acceptance of the offer which it purported to accept, even if not actually received by the defendant. This accords with the settled law. Clark on Contracts, 31, 32, 38, 39, 40, 43, 44; Averill et al. v. Hedge, 12 Conn. 424; Abbott v. Shepard, 48 N. H. 14. Further, the evidence was such as to compel a finding that the defendant did receive the letter of acceptance.

Of course, the manner and mode of acceptance may be specified in the offer, and the offer may provide that the contract shall be binding when acceptance is received. The offer in D and E was not of this character; it was unconditional.

The court correctly instructed the jury that the completed contract was made up of the offer and its acceptance, and the mailing of F completed the contract unless the making of a formal written contract embodying all its terms was a condition precedent to the execution of the contract. And that if the jury found the order of July 30th was delivered conditionally upon the plaintiff's making and delivering to the defendant a written contract, as such contract had not been delivered, the verdict should be for the defendant.

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