Ridara Livestock Co. v. Agricultural Products Co.
| Decision Date | 14 July 1944 |
| Docket Number | Civil 4565 |
| Citation | 61 Ariz. 473,150 P.2d 761 |
| Parties | RIDARA LIVESTOCK COMPANY, a Corporation, Appellant, v. AGRICULTURAL PRODUCTS COMPANY, a Corporation, Appellee |
| Court | Arizona Supreme Court |
APPEAL from a judgment of the Superior Court of the County of Maricopa. Howard C. Speakman, Judge. Judgment reversed and cause remanded for a new trial.
Mr Mark Wilmer, for Appellant.
Messrs Woolf & Shute, for Appellee.
This action and appeal grows out of a purchase and sale contract dated the 16th day of October, 1940. The complaint alleges that defendant agreed to sell and plaintiff agreed to buy from defendant 100 tons of cottonseed meal at a price of $23 a ton; that defendant on or about the 15th day of August, 1941, breached its agreement in that it refused to sell or deliver further cottonseed meal to plaintiff without justification or excuse the complaint further alleges that after notifying defendant of its intention to purchase the balance of said meal on the open market, plaintiff bought the same at prices substantially above the contract price.
In its amended answer the defendant pleaded several defenses, one of which is that the refusal is based upon a claimed mutual cancellation of a portion of the contract. Another defense, that the contract was cancelled by defendant because of plaintiff's refusal to pay a draft on presentation for the amount due and unpaid for products delivered to plaintiff under the contract during the months of July and August, 1941. Other grounds, both affirmative and defensive, set up in the amended answer, we do not need to recite or consider in the determination of the legal principles here involved.
Appellant, Ridara Livestock Company, a corporation, hereinafter called plaintiff, appeals from a judgment based upon a directed verdict rendered against it in the superior court of Maricopa County in favor of appellee, Agricultural Products Company, a corporation, hereinafter called defendant.
It is fundamental that the construction of a contract is for the courts when its terms are plain and unambiguous on its face. 13 C.J. 783; 17 C.J.S. Contracts, § 616. However, it s equally well settled that if there are ambiguities in the contract, and it is necessary to take into consideration the surrounding facts and circumstances in determining its meaning, it is for the jury to determine what those facts and circumstances were; when the facts are once established it is for the court to decide the legal meaning thereof. Kreig v. Hammels, 29 Ariz. 280, 240 P. 1031; Carrick v. Sturtevant, 28 Ariz. 5, 234 P. 1080.
A judgment predicated on a directed verdict must be affirmed on appeal if any of several grounds of the motion for such verdict are good, if the result is the only one that could be reached legally. Horan v. Richfield Oil Corp., 56 Ariz. 64, 105 P.2d 514, and authorities cited thereunder.
It is fundamental that in passing upon the propriety of an instructed verdict all evidence favorable to the party against whom the verdict is directed and all reasonable inferences to be drawn therefrom must be taken as true. An examination of the evidence discloses that on April 9, 1941, the defendant corporation wrote Mr. B. A. Randall, one of the owners of the plaintiff corporation, as follows:
Mr. Randall testified in this connection as follows:
The evidence further discloses that the witness Randall had a conversation in March of 1941 with Hudson, the substance of which was to the effect that he had cattle on the desert and they had good prospects of getting fat. And at that time, he, Randall, couldn't tell whether he would need all the meal under the contract or not. And that a short time later and prior to the receipt of the letter hereinabove set out he had talked to the witness Hudson about whether the balance of meal undelivered on the contract could be sold by Randall under the advancing market which at that time, according to Randall, was $28. That he was refused so to do by Hudson. In this connection the following questions and answers given by the witness Randall on cross examination:
The evidence further shows that at the time Randall received the letter of April 9, 1941, the market price them was advancing and continued to advance up until August 26, 1941, when notice of cancellation of said contract was made by the defendant, which appears on Defendant's Exhibit No. 3 in evidence, as follows:
In the forepart of August, 1941, there was still an undelivered balance of approximately 50 tons. The price of meal in the open market had advanced to around $36 per ton on the date of cancellation of contract by the defendant. The evidence further shows that the plaintiff had been taking meal under the contract through the spring when monthly statements would be rendered and paid on varying dates during the succeeding month. At the time cancellation notice was given plaintiff by the defendant the buyer was in arrears for July and part of August. It appears that this course of dealing had been satisfactory to the parties until about the middle of August when an employee of the plaintiff buyer, who had been sent for meal, returned with the information that the defendant had refused to furnish further meal.
There is testimony by the witness Randall that he drove to the office of defendant following the receipt of this information and demanded compliance with the contract by further deliveries of meal, which was refused, the explanation offered being that defendant had sold the undelivered meal on the contract to the Tovrea Packing Company, under the authority of oral modification ...
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