Shepard v. Carpenter
| Decision Date | 13 July 1893 |
| Citation | 55 N.W. 906,54 Minn. 153 |
| Parties | Eugene S. Shepard v. Herbert M. Carpenter |
| Court | Minnesota Supreme Court |
Submitted on brief by appellant, argued by respondent June 23, 1893.
Appeal by plaintiff, Eugene S. Shepard, from a judgment of the District Court of Hennepin County, William Lochren and Frederick Hooker, JJ., entered January 24, 1893, that he take nothing by his action.
The defendant, Herbert M. Carpenter, of Minneapolis, on April 19 1892, agreed with plaintiff that he would enter into a contract with him whereby Shepard should agree to cut into logs, haul and deliver at the boom or other place of delivery to be in and by said contract agreed upon, all pine timber upon certain lands belonging to Carpenter in Townships 59 and 60, Range 26, in Itasca County, and there sell the same at not less than $ 9 per thousand feet and pay to Carpenter one-third of the selling price of the logs, to be paid within days after such sale should be made. The amount of timber or logs to be cut in any one year was to be agreed upon and expressed in such contract, and it was to be prepared and executed within ninety days thereafter, in case Shepard, on examining the timber, elected to enter upon the work, on these terms.
Plaintiff examined the timber and elected to enter upon the work, and requested defendant to sign and execute a contract therefor pursuant to this agreement of April 19, 1892; but defendant neglected, and finally refused. This action was to recover damages for the breach of that agreement. The complaint stated the foregoing facts, and attached to it was a copy of the agreement of April 19, 1892. It also stated that there were not less than 18,000,000 feet of merchantable pine logs on the land, worth $ 10 per thousand, and set forth the facts showing that his damages were $ 73,534, for which sum he asked judgment.
The defendant demurred to the complaint on the ground that it did not state facts sufficient to constitute a cause of action. After argument before the two Judges the demurrer was sustained and judgment was entered for defendant. The plaintiff appeals.
Judgment affirmed.
Larrabee & Gammons, for appellant.
Defendant contends that the agreement of April 19, 1892, does not constitute a complete contract for three reasons: First because the place for the delivery of the logs was not specified; second, because the time for payment to Shepard was not specified; and, third, because the amount of logs to be cut in any one year was not specified. First. A place of delivery was specified, namely, "at the boom," the location of which, if material, the parties must have had in mind. It is also immaterial that this agreement expressly provided that in the new agreement to be made, another place might be specified. It would have been so in the absence of the express provision. Parties may modify their contracts at will. Second. In the absence of express provision as to the time of payment it is presumed to be when the work is completed. This is well settled and is clearly applicable to this point, and decisive thereof. Third. It is true that the amount to be cut in any one year is not specified, and that the parties contemplated specifying the amount in the new contract, but in the absence of that specification in the new contract there would still be a contract. It is stipulated what things are to be done by Shepard. The law presumes that the parties intended to accomplish something, and in the absence of a specification controlling the time of the performance, it would persume that they intended that the things should be done within a reasonable time, considering all the circumstances, including the nature of the business with which the parties must have been familiar. Wharton Cont. § 881 et seq.; Lathrop v. O'Brien, 44 Minn. 15.
If the parties should provide in the new contract for the amount to be cut in any one year, it would control; and if they should not, then the law would control; and in either case the desired object of the parties would be accomplished. Courts seek to sustain contracts, not to defeat them.
W. H. Norris, for respondent.
This agreement of April 19, 1892, is, in essentials, incomplete upon its face. The boom, or other place of delivery, is to be fixed by future agreement. The boom is not yet, as counsel suggest, even in their minds. The time for payment to Carpenter after sale is left at --- days; the blank manifestly made to be later filled by a specific number. The quantity to be cut per year is undetermined, but to be determined later. The memorandum showing these items present in the minds of the parties, shows them to be reserved for...
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