Preston v. Verplex Co.

• Decision Date: 18 November 1948
• Citation: 62 A.2d 860,135 Conn. 187
• Court: Connecticut Supreme Court
• Parties: PRESTON v. VERPLEX CO.

135 Conn. 187

62 A.2d 860

PRESTON

v.VERPLEX CO.

Supreme Court of Errors of Connecticut.

Nov. 18, 1948.

Appeal from Court of Common Pleas, Middlesex County; Devlin, Judge.

Action for breach of contract by Arthur C. Preston against The Verplex Company, brought to the Court of Common Pleas and tried to the court. Judgment for the plaintiff and appeal by the defendant.

Error and case remanded with direction.

Herman Seid, of New York City, Henry L. Shepherd of Hartford, and F. Howard Stickney, of Deep River, for appellant.

William L. Beers and J. J. Henry Muller, III, both of New Haven, for appellee.

Before MALTBIE, C. J., and BROWN, JENNINGS, ELLS and DICKENSON, JJ.

JENNINGS, Judge.

The defendant had a prime contract with the United States government for the manufacture of incendiary bombs. It entered into a subcontract with the plaintiff for work to be performed by the letter on suspension lugs, which were essential parts of these bombs. On August 15, 1945, the day after the surrender of Japen, the prime contract was cancelled by the government and the subcontract was cancelled by the defendant. Plaintiff and defendant are agreed that the former is entitled to $625 for work in process. The plaintiff claims in addition $1472.51 over and above the amount paid for the finished lugs on the ground that this represented a reasonable selling price and was within the contract limits. Judgment was rendered for the total of these sums and the defendant has appealed.

No oral evidence was printed. The exhibits were numerous and were made a part of the finding. These disclose an extensive correspondence before, during and after the existence of the contract. It would serve no useful purpose and would unduly prolong the opinion to recite the facts found in detail. Only those necessary to the decision will be discussed.

On February 15, 1945, the plaintiff submitted a price per lug of 11 1/2 cents. On February 17, the defendant ordered 198,000 at that price. On March 30, the parties entered into a formal contract. It contained the following provision with reference to price: ‘In the event that the costs of production of the Suspension Lug result in a reasonable selling price greater than 11 1/2¢, The Verplex Company agrees to reimburse the A. C. Preston Company a sum not greater than 15¢ per piece. Any application for this increased price will be supported with a statement of actual costs subject to verification by the Army auditors at their discretion.’

Production started March 18. About April 8 a change was made in the required work by which, the finding states, three new opertions were added and one eliminated. The finding as to this matter refers to certain correspondence. This describes only two additional operations and the elimination of one, and both parties make suggestions for improving the methods used with a view to reducing costs, but there is no statement as to what was actually done. At any rate, the plaintiff wrote the defendant on April 18 that ‘The net result seems to be an indicated selling price, at 15% profit, of 13.25¢ in place of the original 11.5¢.’ This increase was accepted by the defendant on April 23. In June another increase was requested, and on June 12 the defendant agreed to pay for all lugs made theretofore or thereafter under the contract at the rate of 15 cents subject to the terms of the contract of March 30 quoted above. The letter...