Mississippi Rice Growers Ass'n (A. A. L.) v. Pigott, 44123

• Decision Date: 31 October 1966
• Docket Number: No. 44123,44123
• Parties: MISSISSIPPI RICE GROWERS ASSOCIATION (A.A.L.) v. James F. PIGOTT, d.b.a. Manufacturers' Warehouse Service.
• Court: Mississippi Supreme Court

Page 399

191 So.2d 399

MISSISSIPPI RICE GROWERS ASSOCIATION (A.A.L.) v. James F. PIGOTT, d.b.a. Manufacturers' Warehouse Service.

No. 44123.

Supreme Court of Mississippi.

Oct. 31, 1966.

Cox, Dunn & Clark, Jackson, Alfred A. Levingston, Cleveland, for appellant.

Overstreet, Kuykendall, Perry & Phillips, Jackson, for appellee.

RODGERS, Justice.

This is a suit brought by James F. Pigott, doing business as Manufacturers' Warehouse Service, appellee, against the Mississippi Rice Growers Association (A.A.L.), appellant, for warehouse charges growing out of the storage of rice belonging to the members of the appellant-corporation. The suit was tried in the Circuit Court of the First Judicial District of Hinds County, Mississippi, resulting in a directed verdict and judgment in favor of appellee in the amount of 6,606.74, with legal interest from the date of the judgment.

The defendant in the trial court, appellant here, has set out and argued in its brief five assignments of error alleged to have occurred in the trial court: (1) Appellee failed to prove his case, (2) if there were a contract to store rice, it was barred by the Statute of Frauds, (3) appellant is entitled to plead the Statute of Frauds, (4) the case was a stale case and should have been dismissed, and (5) the trial court erred in refusing to permit one of the appellant's witnesses to remain in the courtroom.

I

The appellant is a corporation, organized and chartered under the 'Agricultural Association Law' (A.A.L.), Mississippi Code Annotated section 4475 et seq. (1956), with its principal office in the Second Judicial District of Bolivar County, Mississippi. The appellee, J. F. Pigott, is the owner and operator of a warehouse in the City of Jackson, Mississippi. On May 19, 1955, Mr. Joe Mallory, General Manager, and Mr. Rex Kimbriel, President of the appellant-corporation, came to Jackson, Mississippi, in search of storage space for rice grown by members of the appellant-corporation. They entered into negotiations with the appellee, J. F. Pigott, in an effort to obtain storage space 'identity preserved'; that is to say, a place of storage where the rice grown by each member could be stored so as to be identified and so that separate warehouse receipts could be issued in the name of each grower. The amount to be charged by the warehouse was discussed, including the cost of thirty-five cents per barrel 'storage and handling-in-charges', fifteen cents per barrel for sacking and twenty cents for each sack. The appellant wanted to store the rice from September 1954 to March 1, 1955.

The officers of the Association and Mr. Pigott discussed the probability that the rice would be sold to a government agency, under a loan agreement, and that the government would probably pay the 'handling-out-charges', although it was considered that the handling-out-charges were customarily paid at the time the product was stored. Appellee contends that the Association agreed to pay handling-out-charges if the rice were sold on the open market, but if sold to the government the warehouseman would attempt to collect the handling-out-charges from the government. Appellee contends that it was agreed that if the government refused to pay the charges the Association would pay them. One hundred and sixty-two warehouse receipts were issued in the names of individual rice growers, members of the Association. These warehouse receipts were delivered to the appellant corporation. The storage charges, 'handling-in-charges', and charges for sacks, were billed to, and paid by, the corporation. The Rice Growers Association, however, refused to pay handling-out-charges and cost of inspection by government inspectors.

The testimony reveals that the government agency would not buy the rice from the appellant or its members until the rice was inspected and resacked, and this inspection cost one and one-half cents per hundred. Mr. Pigott paid an inspection fee of $1,711.32 to the Commodity Credit Corporation of New Orleans for this inspection. Some of the rice stored was sold to individuals. Handling-out-charges of.$544.83 and inspection charges of $204.33 were paid by individual rice owners. Pursuant to the aforementioned arrangement, more than 11,000,000 pounds of rice were stored with J. F. Pigott, on which there was due to appellee unpaid 'handling-out-charges' of four cents per hundred, or the total sum of $4,563.53.

The appellee claims that the appellant-corporation owes the foregoing sum for handling-out-charges, plus $1,711.72 for inspection charges, less $749.16 paid by individuals, or the sum of $5,544.78, with legal interest from June 1, 1955.

The first contention of appellant is simply that there was no contract between appellant and appellee, whereby the Mississippi Rice Growers Association agreed to pay the charges claimed by appellee; that, in fact, the rice stored did not belong to the Association, that it belonged to the individual members of the Association. Thus, it is contended that if there are unpaid charges, these charges are owed by the individual rice producers and not by the appellant-corporation.

The record shows that a contract to store goods and products in a warehouse is usually made orally and that it is customary in the warehouse business for the handling-out-charges to be paid at the time the commodity moves into the warehouse. On the occasion here involved, however, Mr. Pigott offered evidence to show that there was an agreement with the Association to defer this payment of handling-out-charges. The record further reveals that Mr. Pigott, Mr. Mallory and Mr. Kimbriel reached an understanding that the handling-out-charges due the warehouse would not be collected at the time the rice was moved into the warehouse, but this charge would be delayed until the rice was moved out of the warehouse. It was understood that the warehouseman would attempt to collect these charges from the government agency purchasing the rice, but in the event of a sale of rice on the market to an individual, the handling-out-charges would be paid by the Mississippi Rice Growers Association and charged to the owners. Moreover, from the whole record it is apparent that Mr. Mallory and Mr. Kimbriel agreed that in the event the government agency refused to pay the handling-out-charges, the Rice Growers Association would pay this charge.

Thus, it is apparent that the trial court was correct in holding that there was an oral contract between the warehouseman, Mr. Pigott, and the Manager and President of the corporation, that the corporation would pay the handling-out-charges and assess these charges to each of the contributing rice growers. We are therefore of the opinion that the contract was sufficient to charge the Association with the handling-out-charges, and this is particularly true in view of the fact that the corporation actually paid the storage charge up to and including the sacking of the rice.

In Jones v. McGahey, Miss., 187 So.2d 579, 584 (1966), we said:

'A contract is sufficiently definite if it it contains matter which will enable the court under proper rules of construction to ascertain its terms, including consideration of the general circumstances of the parties and if necessary relevant extrinsic evidence. Having found a contract to have been made, an agreement should not be frustrated where it is possible to reach a reasonable and fair result.' (Citing authorities.)

As a general rule, the courts are required to ascertain and give effect to the common intention of the parties in their interpretation of a contract. This is 'Manifestation of mutual assent is an essential prerequisite to the creation of a contract. In determining whether a contract exists, it is uncumbent on the court to try to arrive at the intention of the parties, which must be determined in the light of existing circumstances. The general rule governing the interpretation of admitted contracts, which are discussed infra §§ 294-372, apply also where the controversy is whether there is a contract.

the essence of a contract. It is pointed out in 17 C.J.S. Contracts § 32 (1963), that:

'The apparent mutual assent, essential to the formation of a contract, must be gathered from the language employed by them, or manifested by their words or acts, and it may be manifested wholly or partly by written or spoken words or by other acts or conduct.'

This Court quoted from the above-mentioned textbook in the case of Hill v. Capps, 248 Miss. 601, 160 So.2d 186 (1964). That case involved the question of whether or not an oral contract had been consummated, and the Court pointed out that the assent of the parties in the formation of a contract must necessarily be gathered from their words, acts and outward expressions.

In the case of In re Whittington's Estate, 217 Miss. 457, 64 So.2d 580 (1953), this Court held that where the making of an oral contract is in dispute, all of the acts and declarations of the parties tending to establish or refute it are admissible in evidence.

In the case of Rubel v. Rubel, 221 Miss. 848, 865, 75 So.2d 59, 65, 47 A.L.R.2d 1410 (1954), this Court said:

'The primary rule in the construction of contracts is that the court must, if possible, ascertain and give effect to the mutual intention of the parties, so far as that may be done without contravention of legal principles. 17 C.J.S., Contracts, § 295a, page 689; United States Fidelity Guaranty Co. v. Parsons, 154 Miss. 587, 122 So. 544; Grissom v. Livingston, 213 Miss. 424, 57 So.2d 144; and in the case of Copiah Hardware Co. v. Johnson, 123 Miss. 624, 86 So. 369, this Court said that 'the intention of the parties must be collected from the whole agreement, and every word therein must be given effect, if possible, and be made to operate according to the intention of the parties.' It is also well settled that the words of a contract should be given a reasonable construction, where that is possible, rather than an...