Sheffield Furnace Co. v. Hull Coal & Coke Co.

• Decision Date: 31 January 1894
• Citation: 14 So. 672,101 Ala. 446
• Court: Alabama Supreme Court
• Parties: SHEFFIELD FURNACE CO. v. HULL COAL & COKE CO.

14 So. 672

101 Ala. 446

SHEFFIELD FURNACE CO. v. HULL COAL & COKE CO.

Supreme Court of Alabama

January 31, 1894

Appeal from circuit court, Colbert county; James B. Head, Judge.

Action by the Hull Coal & Coke Company against the Sheffield Furnace Company for breach of contract. From a judgment for plaintiff, defendant appeals. Reversed.

The defendant separately excepted to each of the following separate portions of the court's oral charge to the jury (1) "The court further charged that the defendant was not entitled, under said written contract, unless it was subsequently changed, to the benefit of any reduction which might be made in the rate of freight from the ovens to Sheffield, and that unless the contract was modified by the subsequent agreement of the parties, as I shall presently explain to you, the plaintiff was entitled, under said contract, to the sum of five dollars and ten cents for each ton of coke delivered under said contract, without regard to whether the freight was afterwards, at any time, less than it was at the date of the contract." (2) "That the contract offered in evidence by the plaintiff, dated August 30, 1887, is not invalid by reason of any want of mutuality in its binding effect on the several parties thereto. If according to the terms of the contract, the plaintiff arranged for the supply of coke it was to deliver to defendants, when they did so arrange they became bound by their contract to deliver the coke as it stipulated to do, to defendant, and defendant could have enforced the contract against the plaintiff, or have recovered damages from the plaintiff, if it had failed to observe said contract." (3) "There are, in truth, so far as the right of recovery is concerned, but two questions of fact for the jury to determine. If either one of these should be determined by you according to the contention of the plaintiff, then the plaintiff would be entitled to recover in this suit; but before you could find for the defendant, you would have to determine both of these questions or issues of fact according to the contention of the defendant. The first question is whose duty was it, under the contract, as ascertained by you from the evidence, to pay the carrier the freight on the coke shipped from the ovens to the defendant at Sheffield,-that of the plaintiff or of the defendant? The next question is, was there, at any time after the contract was entered into, an agreement made by these parties, by which they changed the contract so that the defendant became entitled to the benefit of any reduction in freight rates on said coke which might be secured from the railroad company or companies transporting the coke?" (4) "If you find from the evidence that by the contract, as read in the light of the custom or usage if such existed, of which I have permitted evidence to be introduced before you, or by the course of dealings established by the parties or by the agreement of the defendant, as shown by the correspondence taken in connection with the other evidence, if, under all the evidence, such was the agreement, and such correspondence was binding on defendant, it was the duty of the defendant to pay the freight on the coke received by it, when it was received, and afterwards to have a credit on the fixed or contract price of five dollars and ten cents per ton, for the freight paid thereon, then I charge you your verdict must be for the plaintiff for some amount, whatever that amount may be under the instructions yet to be given you by the court as to the measure of damages." (5) "If, then, you should find from the evidence-that is, from the contract, taken with the testimony which I have allowed to go to you, as to the custom in the coke trade, or the course of dealings between the parties, or the correspondence by letter and telegram-that it was the duty or agreement of the defendant to pay these freights on the coke, as they took the cars from the railroad company, then they broke the contract on the 23d day of July, 1888, because then they say, by the telegram of that date, that they 'are released from the contract, and will no longer be bound by it.' This was a breach of the contract by them, if they should have paid the freight, and the plaintiff was not required to proceed any further in the fulfillment of the contract, but could treat it as ended then by such breach; and, if you find that such duty was on the defendant as to payment of freights, then, by their statement that they would no longer be bound by the contract, the plaintiff is entitled to maintain this action, and recover damages from the defendant in this suit." (6) "How will you ascertain whose duty it was to pay the freight on this coke? I charge you that the language of the contract of August 30, 1887, is ambiguous in relation to the payment of the freight, and uncertain in its terms as to who was to pay it, and for that reason the law says you may have the aid of other evidence than the contract itself to explain that ambiguity; and I have permitted evidence to be given in the case as to the general custom existing between buyers and sellers of coke on that subject, so that you may ascertain whether there was a custom in that trade so general in its application and so well known in that trade that persons dealing in-buying and selling-coke to be shipped to the buyer may be presumed to have contracted with reference to that custom. And if there was such a custom, of such general application, then I charge you that the law makes that custom a part of the contract, and that when the contract is ambiguous, as in this instance, it is to be read by you as if the custom was incorporated into the contract." (7) "If you find that such custom existed, and that it became the duty of the defendant to pay the freight, then I charge you that by refusing to do so, in the telegram of July 19, 1888, and the telegram of July 23, 1888, the defendant broke the contract, and that the plaintiff is entitled to recover such damages as it may show to have sustained by reason of such breach or violation of said contract by defendant." (8) "Was there any agreement, subsequent to the making of the contract, by which it was agreed between these parties that the defendant should have the benefit of any future reductions in freight? Bear in mind what I have already stated to you,-that, if you find from the evidence it was the duty of the defendant to pay the freight, it would become unnecessary for you to answer this question, in order to find for the plaintiff. But if you should find that the plaintiff should have paid the freight, then, in order to return a verdict for the defendant, you must also find that there was an agreement between the parties that the defendant should have the benefit of such freight reductions." (9) "The defendant has offered in evidence certain letters from its president, in which the statement or declaration is made that such agreement for the reductions had been made by plaintiff, and claims that, by the failure of plaintiff to deny such statement, it was an admission of the truth of such statement. Well, the law is that if a person makes a statement to another concerning a business transaction, under such circumstances that it is incumbent on him to deny, or he would naturally deny, the truth of such statement, if it were untrue, and he does not deny it, then it may be construed into an admission by such party that the statement is true; but if, preceding such statement, and failing to deny it, the same statement had been made to plaintiff by the defendant, and by plaintiff denied to defendant, there would be no necessity for plaintiff to again deny a repetition of the statement, because persons are not required to deny, back and forth, statements, as often as they may be made, when the matter is already denied and at dispute. There would be no sense in that. It would be child's play." (10) "On the question of the amount of damages, it would be proper for you to consider whether the agreement was made to allow the defendant the benefit of the future reductions in freight; and if you find from the evidence that such agreement was made, and you find for the plaintiff, then the amount of plaintiff's recovery would be reduced by the amount of any reductions which you may be satisfied from the evidence has been made in such freights since said agreement."

The court, at the request of the plaintiff, gave, among others the following written charges: (1) "If the jury believe from the evidence that it was the duty of the defendant to pay the freight, and further believe that defendant refused to pay the freight, and broke the contract, because the plaintiff would not pay said freight, then plaintiff is entitled to recover in this suit such damages as it has sustained, even if the jury should believe that there was a verbal agreement that defendant should have the benefit of reduced rates of freight." (3) "If the jury believe from the evidence that defendant broke the contract by a refusal to pay freight, and further believe that there was a verbal contract by which the defendant was to have the benefit of freight reduction, then the measure of plaintiff's recovery would be the difference between the contract price, as shown by the written agreement, and the price of coke at Sheffield at the time the contract was broken, deducting therefrom the amount of freight reduction from $2.85 per ton, as may be shown by the evidence." (4) "If the jury further find from the evidence that it was the general custom in the coke trade for the purchaser to pay freight, and that the superintendent of the defendant, in this cause, knew of the existence of such custom when he exexexecuted the original contract in this cause, and that thereafter the defendant...