Schuttinger v. Woodruff

Decision Date01 June 1932
Citation259 N.Y. 212,181 N.E. 361
PartiesSCHUTTINGER v. WOODRUFF.
CourtNew York Court of Appeals Court of Appeals

OPINION TEXT STARTS HERE

Action by Otto Schuttinger against Frank C. Woodruff. From a judgment of the Appellate Division (233 App. Div. 272, 251 N. Y. S. 645), modifying a judgment of the Trial Term entered upon a verdict of jury in favor of plaintiff, defendant appeals.

Judgment of Appellate Division and that of Trial Term reversed and rendered.

Appeal from Supreme Court, Appellate Division, First Department.

Robert McLeod Jackson and Henry Hoelljes, both of New York City, for appellant.

Henry Braverman and Edward E. Reichman, both of New York City, for respondent.

O'BRIEN, J.

Plaintiff's assignor, Carmine Faraone Mennella, residing in Italy and there engaged in the business of growing and dealing in all kinds of seeds, sold to defendant, a wholesale seed dealer in New York, large quantities of seeds at agreed prices. Defendant's first order, dated May 20, 1926, required the delivery of onion seed of the 1926 crop guaranteed to germinate 85 per cent. or better. A second order, dated June 16, 1926, also provided for onion seed. A third order, dated October 11, 1926, for onion, broccoli, and other seed, good germination, of the 1927 crop was placed with Mennella by defendant on condition that the seed purchased under the previous orders should prove satisfactory to defendant's customers. Between November, 1926, and February, 1927, additional orders for seeds were sent by defendant to Mennella. The first alleged cause of action grows out of the order of May 20. The second cause arises from the order of June 16, and a balance is demanded after deducting the sum of $2,135.43 alleged by plaintiff to have been paid by defendant on account. The third is based on the orders between November, 1926, and February, 1927, and avers that no payment has been made for the merchandise therein stated to have been delivered. The fourth cause of action proceeds on the theory that, under the conditional order of October 11, 1926, defendant agreed to pay, but has refused to accept or pay, for the merchandise then ordered. At Trial Term plaintiff recovered the entire amount alleged in all his causes of action. The Appellate Division modified the judgment by dismissing as to the fourth cause. It dismissed for the reason, as stated in the opinion, that the conditional order of October 11, 1926, ‘was to become effective only in the event that the seed sold the previous year was satisfactory to defendant's customers. The record shows that it was not only unsatisfactory, but that many customers refused to pay for the seed, and that fact was communicated on several occasions to the plaintiff.’ 233 App. Div. 272, 277, 251 N. Y. S. 645, 651.

We agree that the fourth cause of action was, for the reason stated, properly dismissed. That reason, if no other, seems to require that the defense of accord and satisfaction pleaded to the first three causes of action should be sustained. This defense alleges that by the agreements of May 20 and June 16, 1926, Mennella warranted that the seeds would germinate 85 per cent. or better; that they did not so germinate, but were defective and unmerchantable; that defendant was unaware of this fact when he accepted delivery; that prior to April 27, 1927, a controversy had arisen between defendant and Mennella concerning the quality of the merchandise; that defendant in good faith claimed that it was not as warranted, but was defective and the seeds did not germinate 85 per cent. or better; that on April 27, 1927, defendant tendered to Mennella a check for $2,135.43 in full of all accounts to date, and that Mennella accepted it in full satisfaction and discharge of all claims included within the first three causes of action. If true, these allegations by defendant establish a perfect defense.

Unless there exists a genuine controversy concerning the amount due, mere payment by one party of a sum less than the whole of the claim and its acceptance by the other do not erect a foundation for such a settlement as may be deemed an accord and satisfaction. An indispensible element contributing to the establishment of this defense consists in an actual and substantial difference of opinion. One must assert the validity of his claim, and the other must in good faith deny all or part of it. His denial cannot be fabricated for use as a pretext to evade the discharge of an obligation. Disclaimer must be bona fide and based upon real faith that the demand is not meritorious. The debtor must honestly hold the opinion either that he owes nothing or that he is bound only to the...

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40 cases
  • Famous Music Corporation v. Seeco Records, Inc.
    • United States
    • U.S. District Court — Southern District of New York
    • November 22, 1961
    ...1942, 316 U.S. 688, 62 S.Ct. 1278, 86 L.Ed. 1760. This principle has been also enunciated by the New York courts. Schuttinger v. Woodruff, 1932, 259 N.Y. 212, 181 N.E. 361; Mance v. Hossington, supra; Leidy v. Procter, 1st Dept., 1929, 226 App.Div. 322, 235 N.Y.S. 101. As stated by O'Brien,......
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    ...consideration, for example, a party need only have a good-faith belief in the merit of its position (see, Schuttinger v. Woodruff, 259 N.Y. 212, 216-217, 181 N.E. 361). That the party's view of the law might ultimately prove meritless does not undermine the validity of the agreement (Restat......
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    ... ... (see, Horn Waterproofing Corp. v Bushwicklron & Steel ... Co., 66 N.Y.2d 321, 323 [1985]; Schuttinger v ... Woodruff, 259 NY 212, 216 [1932]; see also Pothos v ... Arverne Houses, 269 A.D.2d 377, 378 [2d Dept. 2000]) ... A ... ...
  • Cass Const. Co., Inc. v. Brennan
    • United States
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    • February 28, 1986
    ...of an obligation. Disclaimer must be bona fide and based upon real faith that the demand is not meritorious. Schuttinger v. Woodruff, 259 N.Y. 212, 216, 181 N.E. 361, 362 (1932). Another court put it this way: "A person cannot create a dispute sufficient as a consideration for a compromise ......
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