New York Cent. Ironworks Co. v. United States Radiator Co.
| Decision Date | 07 April 1903 |
| Citation | 66 N.E. 967,174 N.Y. 331 |
| Parties | NEW YORK CENTRAL IRONWORKS CO. v. UNITED STATES RADIATOR CO. |
| Court | New York Court of Appeals Court of Appeals |
OPINION TEXT STARTS HERE
Appeal from Supreme Court, Appellate Division, Fourth Department.
Action by the New York Central Ironworks Company against the United States Radiator Company. From a judgment of the Appellate Division (74 N. Y. Supp. 1139) affirming a judgment for plaintiff, defendant appeals. Affirmed.
Adelbert Moot and William L. Marcy, for appellant.
Charles A. Hawley, for respondent.
This action was to recover damages for the breach of a written executory contract between the parties for the sale and delivery of goods. The contract was an open one as to the quantity of goods which the defendant was to deliver. The defendant became bound to furnish the plaintiff ‘with their entire radiator needs for the year 1899’ on the terms and at the prices specified, as to which there is no dispute. The defense is that the defendant filled all orders from the plaintiff until 48,000 feet of radiation had been delivered, which was as much as the plaintiff had ever required before, but that the plaintiff continued to send in orders that would bring the aggregate for the year up to 100,000 feet, and these orders in excess of the amount delivered the defendant refused to fill. The defendant construed the contract as calling for only the usual amount of goods, and not materially exceeding the quantity delivered in any one year before under a similar contract. The defendant claimed in its answer that there was a mutual mistake in framing the contract, since the intention was to limit the quantity of goods to be delivered to an amount such as had been called for in previous years of similar dealing between the parties, and asked that the contract be reformed in this respect.
The proof given at the trial was directed to that issue, but the facts were found against the defendant, and the defense failed. The contention of the learned counsel for the defendant now is that such a limitation was necessarily imported into the contract, and it should be construed as containing it. We think that the contention cannot be sustained. The defendant bound the plaintiff to deal exclusively in goods to be ordered from it under the contract, and to enlarge and develop the market for the defendant's wares so far as possible. Hence the parties left the contract open and indefinite as to the quantity of goods that the plaintiff might order from time to time. It is quite probable that this controversy originated in a circumstance which the defendant, at least, had not anticipated or provided for. After the execution of the contract there was a large advance in the market price of iron and the manufactured products of iron, and consequently the value and selling price of the goods covered by this contract advanced in the same or possibly in a greater proportion. The needs of the plaintiff could be indefinitely enlarged when the market was in such a condition as to enable it to undersell its competitors as the same business in consequence of a favorable contract with the manufacturer of the goods. If a party contracts for goods upon a rising market, he is ordinarily entitled to such profits as may accrue to him by reason of a prudent or favorable contract. We cannot perceive that there is any error or law in this judgment, although the plaintiff has recovered a considerable sum in damages for the breach. The case, in its general features, is the same as another case which was recently before this court, where there was a similar recovery that was sustained. Fuller & Co. v. Schrenk, 58 App. Div. 222,68 N. Y. Supp. 781, affirmed 171 N. Y. 671, 64 N. E. 1126.
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