Rock v. Fisher
| Decision Date | 15 September 1925 |
| Docket Number | Case Number: 15528 |
| Citation | 241 P. 496,1925 OK 721,115 Okla. 53 |
| Parties | ROCK v. FISHER. |
| Court | Oklahoma Supreme Court |
¶0 1. Contracts -- Express Executory Contract--Acceptance.
All express executory contracts resolve themselves, upon analysis, into an offer by one of the parties, and an acceptance of that offer by the other. The act of acceptance closes the contract, and ordinarily nothing further is required to make the obligation effective. No specific formalities are required. It is sufficient if in the course of the transaction the party to be charged, in some writing signed by him or his duly authorized agent, recognizes or ratifies an agreement sufficiently explicit in terms, and disclosed in writings which show they relate to the same transaction.
2. Fraud--Expression of Opinion as to Future Values.
When property of any kind depends for its value upon a contingency which may never occur, or developments which may never be made, opinion as to its value must necessarily be more or less of a speculative character, and no action will lie for its expression, however fallacious it may prove or whatever the injury a reliance upon it may produce.
3. Evidence--Contracts--Parol Evidence to Vary Writing.
The execution of a contract in writing, whether the law requires it to be in writing or not, supersedes all the oral negotiations or stipulations concerning its matter, which preceded or accompanied the execution of the instrument, and in the absence of accident, fraud, or mistake of fact, representations made prior to or contemporaneous with the execution of a written contract are inadmissible to alter, vary, change, or add to the terms of such written contract.
Commissioners' Opinion, Division No. 3.
Error from District Court, Carter County; Asa E. Walden, Judge.
Action by Charles F. Rock against F. W. Fisher to recover damages suffered by reason of the defendant's refusal to accept a carload of flour and feed stuff ordered. Judgment for defendant, and plaintiff appeals. Reversed and remanded.
E D. Slough and T. G. Gibson, for plaintiff in error.
Brown, Brown & Williams, for defendant in error.
¶1 Plaintiff and defendant occupy the same relative positions as they did in the trial court and will be so designated. Plaintiff's petition alleges defendant, on August 1, 1917, entered into a written contract with the Oklahoma Mill Company to buy a carload of flour and feed stuff from the Oklahoma Mill Company, of the value of $ 1,286.75, and in September, defendant ordered the Oklahoma Mill Company to cancel the order, and refused to accept the goods. At this last date, the value of the goods had declined and was of a value of $ 1,051.50, causing a loss of $ 235.25. The account was assigned to Charles F. Rock, attorney in fact for the subscribers at the Millers Exchange, Kansas City, Mo. Damages are prayed for in the sum of $ 235.25.
¶2 Defendant for answer admits the execution of the contract, but states he was induced to enter into same by reason of the fraud of one Steve Norman, agent for the Oklahoma Mill Company. That the fraud of Norman consisted of the statement of Norman, as an inducement to defendant to execute the contract, that the price of flour was going to increase to $ 10 per hundred within a very short time: that the government would not take charge of and fix the price of flour under any consideration; that if the government did take charge of and fix the price, that the order made by defendant would be countermanded at any time before delivery; that a few days after signing the order, the government did fix the price of flour and defendant canceled his order. The answer further states that the contract was to be accepted by the home office, and that it did not accept the same before cancellation. The cause was tried to a jury and judgment rendered for defendant, and plaintiff appeals.
¶3 This case has been before this court prior to this appeal. 91 Okla. 220, 216 P. 668.) At the conclusion of all the evidence, the plaintiff demurred to the evidence and requested an instructed verdict, making an examination by this court of all the evidence necessary. There is no merit in the contention that the Oklahoma Mill Company did not accept the order. The evidence shows the company received the order on August 3, 1917, and on the same day and date immediately entered the same on its order book, and wrote the defendant, acknowledging its receipt, and stated the company would ship as per contract on September 1, 1917. The evidence further shows that the letter written by the company on August 3, 1917, was enclosed in an envelope, sealed, addressed to the defendant at Berwyn, Okla., the proper postage attached, and deposited in the United States mails. Defendant was asked if he ever received the letter, but no answer appears in the record, counsel for plaintiff objecting to the question. That the order had been accepted, and defendant knew it had been accepted is further evidenced by the fact that on August 25, 1917, the defendant wrote the Oklahoma Mill Company a letter as follows:
¶4 On August 28th the Oklahoma Mill Company advised defendant it would hold the car until September 10th as requested, that the price of the car of goods was $ 1,286.75, and if it was not convenient to defendant to send check, they would "ship it arrival draft as usual." On September 7th, or six days after the shipment would have been made under the original order, the defendant advised the Oklahoma Mill Company he could not handle the car at the price, that he "understood" it would be under government control, and attempted to cancel the order.
¶5 The evidence is uncontroverted that the various letters were sent by and received by the parties, and defendant knew his order had been accepted.
¶6 7 Cyc. 125, lays down the general doctrine as follows:
¶7 Defendant was permitted by the court over objection of plaintiff to testify that Mr. Norman, a traveling salesman for the Oklahoma Mill Company, told defendant he "believed" the price of flour was going up, it was "bound to go up," and defendant said, "If the government takes charge I will not take the flour at all," and he (Mr. Norman) said, "Just order it like the other orders"; he said, "The flour will go to $ 10 per hundred."
¶8 Defendant further testified that the government did fix the price of flour and the "quantity you could sell to a man." This was all the evidence introduced by defendant to support his allegation of fraud. He did not attempt to prove the date on which the government took control of the flour market or whether the price increased or declined by reason of such control.
¶9 Plaintiff offered to prove the agent, Mr. Norman, had no authority to make contracts, but could only receive orders, transmit them to the company, subject to the company's acceptance. This he was not permitted to do. The contract spoke for itself. It contained the following:
"(Signed)
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