Mitsubishi Goshi Kaisha v. J. Aron & Co.
| Decision Date | 06 December 1926 |
| Docket Number | No. 93.,93. |
| Parties | MITSUBISHI GOSHI KAISHA v. J. ARON & CO., Inc. |
| Court | U.S. Court of Appeals — Second Circuit |
Murrey Corrington and Bouvier & Beale, all of New York City, for plaintiff in error.
Kirlin, Woolsey, Campbell, Hickox & Keating, of New York City (Cletus Keating and James H. Herbert, both of New York City, of counsel), for defendant in error.
Before HOUGH, MANTON, and HAND, Circuit Judges.
HAND, Circuit Judge (after stating the facts as above).
The buyer promised to pay only "against shipping documents," which were to be This required the tender of a bill of lading acknowledging delivery to a common carrier at some point selected by the buyer on the Pacific Coast, in this instance Seattle. Nothing but such a bill of lading was a performance of the condition upon that promise. Filley v. Pope, 115 U. S. 213, 6 S. Ct. 19, 29 L. Ed. 372; National Bank of Commerce v. Lamborn, 2 F.(2d) 23, 36 A. L. R. 509 (C. C. A. 4).
There is no room in commercial contracts for the doctrine of substantial performance. Bowers v. Shand, L. R. 2 App. Cas. 455. All the seller ever tendered was a bill of lading, Dallas to East Rochester, which was clearly not Although the car in fact came from Seattle, it was uncertain from the bill of lading whether it was the substantial equivalent of a shipment direct from Seattle to East Rochester, even if that had been sufficient.
From the correspondence the parties appear to have agreed that there was a difference between "diversion" and "reconsignment," and from what we are told at the bar this difference concerns the freight charges. However, that makes no difference, nor do the facts, as distinguished from the documents. The buyer would have been within his rights in standing upon the letter of the contract, which required a bill of lading of the kind agreed, no matter what were the facts. Any other rule would subject the parties to obligations dependent upon circumstances which they must ascertain outside the documents tendered, which they had made the measure of their undertakings.
We do not forget that the buyer offered to accept the Dallas bill of lading as a substitute; but this was only upon condition, reasonable enough, if that were relevant, that he should be satisfied by the seller's "supplier" that the car had been "diverted." However, as the seller on his own admission never secured the "necessary...
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...Ramirez v. Autosport, 88 N.J. 277, 284, 440 A.2d 1345, 1349 (1982). Thus, Judge Learned Hand stated in Mitsubishi Goshi Kaisha v. J. Aron & Co., Inc., 16 F.2d 185, 186 (2d Cir.1926), that "there is no room in commercial contracts for the doctrine of substantial performance." While Judge Han......
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