Providence Steam-Engine Co. v. Hathaway Mfg. Co.

• Decision Date: 09 March 1897
• Docket Number: 780.
• Citation: 79 F. 512
• Parties: PROVIDENCE STEAM-ENGINE CO. v. HATHAWAY MANUF'G CO.
• Court: U.S. District Court — District of Massachusetts

79 F. 512

PROVIDENCE STEAM-ENGINE CO. v. HATHAWAY MANUF'G CO.

No. 780.

United States Circuit Court, D. Massachusetts.

March 9, 1897

Williams & Copeland, for complainant.

Charles W. Clifford, for defendant.

BROWN District Judge.

This is a suit in equity, in which the plaintiff seeks to reform upon the ground of accident and mistake, a clause contained in a written contract for the furnishing by the plaintiff to the defendant of certain engines and equipments. The clause is as follows:

'We guaranty the compound engine to develop a horse power when driving its full load of 1,100 indicated horse power with sixteen (16) pounds of water evaporated into dry steam at the boiler pressure of 100 pounds to the square inch, and we also guaranty that the steam engine will develop 1,100 indicated horse power with good economy with a boiler pressure of 125 pounds to the square inch.'

The bill avers: That the terms of the contract were 'verbally' agreed upon by agents of the plaintiff and defendant, and that it was understood and agreed that there should be incorporated into the contract a guaranty in the form above set forth, excepting that the figures 130 instead of 100 should be inserted therein. That the plaintiff was requested by the defendant to put into writing the terms thereof. That, in accordance with said request, the plaintiff wrote and sent to the defendant on August 17, 1892, a 'proposition' (as it is termed in the bill) correctly embodying the terms agreed upon. That on August 22, 1892, the defendant wrote the plaintiff as follows: 'Have never yet received your specifications for Hathaway engine as agreed with you some time ago. Neither have I received plan of engine foundation. It is important that we have these at once. ' That thereupon the plaintiff ordered its typewriter to make a new copy of said 'proposition,' but that by accident and mistake in making said copy the typewriter substituted the figures 100 for the figures 130. The plaintiff, supposing the copy made by the typewriter to be correct, and to conform to the verbal 'agreement,' by accident and mistake caused the same to be signed, and forwarded to the defendant. 'The defendant corporation by its treasurer J. F. Knowles, also supposing, as the plaintiff believes, and so alleges,' that said 'proposition' conformed to the verbal agreement, and read 130 instead of 100, by accident and mistake signed and accepted said proposition sent in the form so written. That thereafter the plaintiff proceeded to build, and the defendant to prepare for the location and operation of, said engines, upon the basis and understanding that said engines were to be of such character as to 'develop a horse power, when driving its full load of 1,100 indicated horse power with sixteen pounds of water evaporated into dry steam at the boiler pressure of 130 pounds to the square inch,' etc. That after the completion of said contract in accordance with the agreed terms, and in accordance with the terms of what the parties supposed to be the written contract, differences arose between the plaintiff and defendant other than those relating to the said guaranty, and on June 24, 1894, plaintiff brought an action at law in this court for the balance of money due under the contract; and as part of its pleadings set forth in its declaration a copy of the contract, signed by the defendant, still supposing that the guaranty read 130, instead of 100, pounds. That the error was not discovered by plaintiff until after the bringing of its action at law, nor was any claim for breach of said guaranty made by the defendant until long after the bringing of plaintiff's suit. On or about September 1, 1894, defendant brought a cross action against plaintiff in a state court of Massachusetts, which action was afterwards transferred to this court, where both actions are now pending. The subject-matter of this cross action is not definitely set forth in the bill, though defendant's brief assumes that it involves the clause in question in this suit. On August 12, 1895, plaintiff communicated the fact of its discovery of the error, and requested defendant to rectify it, and after this time plaintiff and defendant were engaged in negotiations for a settlement, upon the failure of which, on or about November 14, 1895, the plaintiff filed in the supreme judicial court for the county of Bristol, in the state of Massachusetts, a bill in equity for the reformation of the contract. A demurrer for want of jurisdiction while said suits at law were pending in this court was sustained in the state court on April 13, 1896, whereupon, on July 30, 1896, plaintiff filed his present bill. The defendant corporation demurs to the bill, assigning as special causes: (1) Laches. (2) The pendency in this court of a prior action at law, wherein the complainant seeks to enforce its rights at law upon the contract in its original form; wherefore the complainant, seeking to have a reformation of the contract upon which his suit is now pending, should not be heard in this court sitting as a court of equity.

The second ground of demurrer will be first considered, since it bears upon the defense of laches. The defendant's position is thus stated upon its brief: 'If it appears by the plaintiff's bill that it is asserting its legal rights upon the contract against the defendant, it will not be heard in a court of equity asking relief from the legal rights of the defendant upon the same contract. ' Both as a general proposition and as a proposition applicable to this case, this is erroneous. The same contract may give to the parties separate and distinct rights, and separate and distinct actions may be brought upon different parts of the same contract. The argument of the defendant upon this point treats the contract as entire and indivisible, and fails to distinguish the right affirmatively asserted by the plaintiff at law from the right involved in the present bill. The clause in question is a warranty. Whether it is reformed or not, the plaintiff's claim upon the rest of the contract is the same; its claim for damages is the same. In its present form, the clause guarantees that the required horse power shall be developed at 100 pounds pressure. This warranty is larger than that which complainant avers was agreed upon; i.e. the development of the required horse power at 130 pounds pressure. But the plaintiff's right does not rest upon this...