Port Huron Machinery Co. v. Wohlers
| Decision Date | 13 November 1928 |
| Docket Number | 39176 |
| Parties | PORT HURON MACHINERY COMPANY, LIMITED, Appellee, v. FRED WOHLERS, Appellant |
| Court | Iowa Supreme Court |
REHEARING DENIED FEBRUARY 15, 1929.
Appeal from Des Moines Municipal Court.--J. E. MERSHON, Judge.
Action at law, to recover liquidated damages, as stipulated in an alleged written contract or order for the purchase of certain farm machinery by the defendant (appellant) from the plaintiff. The defendant in answer admits that he signed the written order for purchase of the goods, and that he refused the shipment of the goods, but pleads an oral condition precedent, to wit: That the goods were to be delivered on or before a certain date, and that, by reason of his cancellation of the order before delivery, and before notification of acceptance of the order by plaintiff, an enforceable contract did not result. No evidence was introduced by the defendant. Upon the conclusion of the introduction of plaintiff's testimony, the defendant moved the court to instruct the jury to return a verdict for the defendant. This motion was overruled, and thereupon the plaintiff moved the court to instruct the jury to return a verdict for the plaintiff. This motion was sustained, and the jury was directed to return a verdict for the plaintiff in the sum of $ 349.55. Judgment was entered in conformity to the verdict, and the defendant appeals.
Affirmed.
Havens & Elston, for appellant.
Strock Cunningham, Sloan & Herrick, for appellee.
DE GRAFF, J.
This case involves an alleged contract containing a stipulation for liquidated damages. If a contract did result, there can be no question that the plaintiff is entitled to recover, since the terms of the alleged contract clearly fix the amount recoverable by plaintiff in case of a breach. See Pace v. Zellmer, 194 Iowa 516, 186 N.W. 420.
This appeal presents but one question. It is a question of law, and calls for the statement of the applicable legal principle. But, like every other case, the governing principle arises out of a fact situation. It is said in Steffes v. Hale, 204 Iowa 226, 215 N.W. 248:
"It is almost a legal maxim that 'out of the facts the law arises,' since, if there be no state of facts, there can be no question of law."
We necessarily first turn to the factual side.
On July 18, 1927, a written order signed by the defendant was delivered to plaintiff's agent, and in that order the plaintiff was directed to deliver immediately, or as soon thereafter as possible, to the defendant on board cars, consigned to the order of plaintiff, at Neola, Iowa, defendant's place of residence, certain described goods (farm machinery). The order further states that the defendant will receive the machinery, pay the freight charges, and also pay to the plaintiff, on or before the arrival of the machinery, the sum of $ 1,562.50, in the manner and form recited in the order. Further:
"If, for any reason, the purchaser fails to accept and settle for the machinery order, he will, if the company so elects and demands, pay to the company, in lieu of the enforcement of this contract, as liquidated damages, a sum equal to ten per cent of the list price, and, if shipment has been made, freight from the factory and return, demurrage, cartage, loading and unloading expense and all other similar expenses actually incurred by reason of the shipment and attempted delivery of said machinery; if suit is commenced to enforce the performance of any part of this contract the purchaser agrees to pay a reasonable attorney's fee."
The plaintiff's agent immediately, upon the signing of this order by defendant, telephoned the plaintiff at Des Moines the receipt of the order, and requested that the goods be loaded and sent forthwith to the defendant. On July 20, 1927, the plaintiff filled the order in accordance with its terms, and shipped the goods. On July 22, 1927, the plaintiff received a telegram from the defendant, bearing date July 21st, which said: "Delivery date specified on thresher deal now past and order is hereby cancelled." The plaintiff, as a result of defendant's attempt to revoke and cancel the order, and his refusal to accept the goods, was obliged to recall the goods and reship them to the point of delivery, thereby incurring certain expense, which was established by competent proof upon the trial of this case. True, the defendant in his answer alleged a condition precedent, but the allegation continued to rest in the answer. It finds no support in the evidence. When the plaintiff rested its case, motions for a directed verdict were made respectively by the parties. The plaintiff's motion was sustained. The question, therefore, at this point is whether the plaintiff established a prima-facie case. The contention of the defendant on appeal is that the plaintiff failed to prove a contract, for the reason that there is no showing that the plaintiff accepted the offer of the defendant and communicated the acceptance of the offer prior to its revocation by the defendant.
The point is now reached that we may discuss the law involved, under the undisputed facts. Did a contract result? It is not practicable, nor is it necessary, in a definition of contract, to state all of the operative facts or all of the legal relations that are created by such facts. A contract may be defined as a promise, the performance of which the law recognizes as a duty, and for a breach of which a remedy is given. A contract, therefore, does not contemplate simply the act of promising, but obligations arising therefrom. The law recognizes, as a matter of classification, two kinds of contracts,--unilateral and bilateral. In the case at bar, a typical example of unilateral contract is found, since it is universally agreed that a unilateral contract is one in which no promisor receives a promise as consideration; whereas, in a bilateral contract, there are mutual promises between the two parties to the contract. This matter of definition has recently received careful consideration by the American Law Institute, and may be found in the Restatement of the Law of Contracts, Proposed Final Draft No. 1 (April 18, 1928), 17, Section 12.
In the instant case, the offer of the...
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