Plano Mfg. Co. v. Ellis

• Decision Date: 05 January 1888
• Citation: 68 Mich. 101,35 N.W. 841
• Parties: PLANO MANUF'G CO. v. ELLIS.
• Court: Michigan Supreme Court

35 N.W. 841

68 Mich. 101

PLANO MANUF'G CO. v. ELLIS.

Supreme Court of Michigan

January 5, 1888

Error to circuit court, Berrien county; ANDREW J. SMITH, Judge.

This is an action of assumpsit, commenced in the recorder's court of the city of Niles, Michigan, by summons issued September 26, 1885. Plaintiff declared, orally, on the common counts in assumpsit, and filed this bill of particulars "Plaintiff's declaration: Common counts in assumpsit for the price and value of one Plano Manufacturing Co. binder, sold and delivered to the defendant by the plaintiff for the sum of $120." Defendant pleaded the general issue, with notice. The recorder rendered judgment for the defendant, and plaintiff appealed to the circuit court Berrien county, where judgment was rendered for plaintiff. Defendant appealed.

Theo. G. Beaver, for appellant.

Geo. F. Edwards, for appellee.

CHAMPLIN J.

On the eighth day of July, 1885, the plaintiff, through its agents Harder & Haynes, entered into an agreement with defendant in writing, as follows: "NILES, MICHIGAN, July 8, 1885.

"We hereby agree to let Peter Ellis have the sample Plano binder, 1885, at same price that Mr. Ream has his for, and the binder is to do good work and give satisfaction; and, if not, the said Ellis is to pay for use of same.

"HARDER & HAYNES.

"PETER ELLIS."

Plaintiff, by its agents, delivered a Plano binder at defendant's farm, and set it up, and put it in operation. Defendant used it in cutting about 95 acres of grain, and claims that it did not do good work, and did not give to him satisfaction; and, on July 27, 1885, he served written notice on Harder & Haynes, as follows: "NILES, MICH., July 27, 1885.

"Messrs. Harder & Haynes--GENTLEMEN: The sample Plano binder, that you let me have on trial, does not do good work, and does not give satisfaction. I am not satisfied with it. It is at my place, where you left it, subject to your order; you can come and take it. I am willing to pay for the use of the same, and hereby offer so to do. Yours, etc., PETER ELLIS."

On the trial, testimony was offered to show how the machine worked. The defendant's counsel objected to its introduction, as being immaterial. The circuit judge overruled the objection, and admitted the testimony, saying: "My opinion of the construction of this contract is this: that it is to be a satisfactory machine, not to him, but such as people knowing the quality of machines would be satisfied with; it is to do satisfactory work."

Under this ruling a large amount of testimony was received as to the working of the machine while in defendant's possession, and the circuit judge, construing the instrument, in his charge to the jury, instructed them as follows: "As I said in the outset, this word 'satisfaction' has no further significance than the fact that it should be a good machine, and do good, reasonable work, which would be satisfactory to intelligent, reasonable men using machinery." And again: "The question for you to determine is, was this machine capable, with proper management, of doing as good work as those that are called good, first-class machines, working through the country, under the same circumstances, and in the same kind of grain? Was it a good machine, and did it do good work, under proper management, and proper conditions; did it do that kind of work so it should have been satisfactory to a man of intelligence in relation to this kind of machines; did it do that? That is the question."

We are of opinion that the circuit court erred in the construction which he placed upon the contract. A cardinal axiom, in the construction of written contracts, is that all the parts must be examined, and effect given to every word and phrase, if practicable. Vary v. Shea, 36 Mich. 388; Norris v. Showerman, Walk.Ch. 206, 2 Doug. (Mich.) 16; Paddock v. Pardee, 1 Mich. 421; Howell v Richards, 11 East, 643. The object is to arrive at the intention of the parties; and this is to be deduced from the language employed by them to express their intention. If the language employed is not free from doubt or uncertainty, resort may be had to the condition of the respective parties, the subject-matter of the contract, and the...