Sidney Sch. Furniture Co. v. Warsaw Sch. District

• Decision Date: 04 November 1889
• Docket Number: 90
• Citation: Sidney Sch. Furniture Co. v. Warsaw Sch. District, 18 A. 604, 130 Pa. 76 (Pa. 1889)
• Parties: SIDNEY SCH. FURNITURE CO. v. WARSAW SCH. DISTRICT
• Court: Pennsylvania Supreme Court

18 A. 604

130 Pa. 76

SIDNEY SCH. FURNITURE CO. v. WARSAW SCH. DISTRICT

No. 90

Supreme Court of Pennsylvania

November 4, 1889

Argued October 8, 1889

APPEAL BY DEFENDANT FROM THE COURT OF COMMON PLEAS OF JEFFERSON COUNTY.

No. 90 October Term 1889, Sup. Ct.; court below, No. 403 September Term 1885, C.P.

On September 1, 1885, the Sidney School Furniture Company of Sidney, Ohio, brought assumpsit against the School District of Warsaw township, to recover upon a contract for the sale and delivery of school furniture. The defendant's pleas were non-assumpsit, payment with leave, etc.

At the trial on February 9, 1886, there was a verdict for the defendant. The judgment entered thereon was reversed, with a venire de novo, upon a writ of error to No. 135 October Term 1886: Sidney School Furn. Co. v. Warsaw Sch. D., 5 Cent. R. 306.

At the second trial on May 17, 1887, a judgment of compulsory nonsuit was entered, which, upon a writ of error to No. 7 October Term 1888, was reversed with a venire de novo Sidney School Furn. Co. v. Warsaw Sch. D., 122 Pa 494.

At the third trial, February 12, 1889, the following facts were shown:

On July 25, 1885, the school board of Warsaw township held a meeting to receive proposals for furnishing eleven school houses in said township with new desks. Agents representing several companies were present with sample desks. Among these agents was H. M. Sweet, agent of the plaintiff. The board finally announced that no contract would be made that day, and the agents then left. Sweet afterwards returned and resumed negotiations, which finally resulted in the adoption by the board of the following resolution, duly entered on the minutes: "Motion by William Bullers to accept proposition of Mr. Sweet to furnish eleven school-houses with new fashion desks, at three dollars and fifty cents per seat two houses to be paid for at once, and the balance in three yearly payments. Motion seconded by Pantall. Voting in the affirmative, Bullers, Hilliard, Rickard and Temple. Voting no, Love."

In accordance with the above resolution the following contract was then executed:

"This contract made the 25th day of July, 1885, between the Sidney School Furniture Company, John Loughlin, sole proprietor, of Sidney, Ohio, and the board of directors of school district in Warsaw township, of Jefferson county, State of Pennsylvania, shows: That said Sidney School Furniture Company agrees to deliver on cars at the factory, in knock down form, the following described school furniture, etc., to be shipped on or about August 10th, 1885, to Mr. S.W. Temple, Brockwayville station, on Rochester and Clearfield railroad, in Jefferson county, State of Pennsylvania, his P.O. being Warsaw, in Jefferson County, Pennsylvania.

"66 No. 1 double desks; 66 No. 2 double desks; 66 No. 3 double desks; 66 No. 4 double desks; 22 No. 1 double rears; 22 No. 3 double rears. Grand total, $985.81. That the undersigned school officers, who are authorized to buy, agree to receive the above named furniture, etc., at the station above named, and pay for the same on arrival the sum of $985.81, in school orders or bonds bearing 6 per cent interest from October 1st, 1885, until paid for, and to be due on the following dates: $196.80 October 1st, 1885; $277.36 October 1st, 1886; $262.50 October 1st, 1887; $249.15 October 1st, 1888.

(Signed) G. H. HILLIARD, President.

S. W. TEMPLE, Secretary, School Directors or Committee.

"For and in consideration of the above agreement we guarantee that the furniture shall be made of seasoned material and give good satisfaction. If any castings are broken in shipping we agree to supply duplicates and make no charge for them. Ink wells for the four largest sizes of desks, and all necessary screws will be furnished. Directions for putting the desks together will be sent when they are shipped.

"Special notice: All bills must be settled with us. No agent is allowed to receive payment or settle any bills unless he can show written authority from us.

Sidney School Furniture Company, John Loughlin, Sole Proprietor,)

By H. M. SWEET, Agent."

The defendants alleged that the adoption of the resolution and the execution of the contract were induced by Sweet by means of a contemporaneous parol agreement. In support of this allegation several members of the school board testified, in substance, that in the negotiations prior to the signing of the contract it was mentioned that in the Coder school-house, a few miles distant, and also at DuBois, in Clearfield county, there was furniture manufactured by the plaintiff, which the board desired to examine before closing a contract of purchase; that Sweet represented that he would not be able to attend another meeting of the board and urged that a contract be closed at once, agreeing that the board might examine the furniture in the Coder and DuBois school-houses, and if they found it to be of the plaintiff's manufacture and not first class, they should not be bound to accept the desks he proposed to sell them, provided that any defects found in the furniture they might examine, were in the furniture itself and not due to defective setting up, and that it should be taken into consideration that the Coder furniture was manufactured prior to the adoption of certain improvements which would appear in the furniture he desired them to buy; that he further agreed that the desks he was selling should in every respect be equal to the sample he had exhibited, and if when received they were found not to be so, the board need not keep them. Sweet, testifying for the plaintiff denied that there was any agreement outside of the written contract, or that there was anything said at the execution of the contract about its being rescinded. He testified further that the proposal as to visiting other school districts in order to inspect furniture manufactured by the plaintiff, was limited to the following Monday, when the witness was to furnish the transportation for this purpose, at his own expense, but that the board did not accept this proposition.

The contract was made on a Saturday. On the succeeding Monday and Tuesday several of the directors went to the Coder school-house and examined the furniture there. They were not satisfied with it, and on Tuesday evening, July 28, 1885, G. H. Hilliard, president of the school board, telegraphed to the plaintiff: "Take no action on our order until further instructions." To this telegram the plaintiff responded in the following letter dated July 30th, and directed to S.W. Temple: "Dear Sir: -- Your order for school furniture has been received through our Mr. Sweet. The goods are ready for shipment and will be shipped promptly on time. Please have the kindness to explain telegram, and oblige."

The secretary of the board, S.W. Temple, subsequently went to DuBois and examined the furniture there, with which he was not satisfied. On August 7th, the school board reconvened, received the reports of the members who had examined the furniture in the Coder and DuBois school-houses, and thereupon passed a resolution rescinding the contract with the plaintiff. Pursuant to this resolution, on August 8th, a telegram was sent by the president and secretary of the board to the plaintiff, as follows: "Owing to misrepresentations by your agent, H. M. Sweet, we hereby annul our contract and notify you not to ship the furniture, as it will not be received." To this telegram a reply was made by letter dated August 8th, which was as follows: "GENTLEMEN: -- We are in receipt of your message of even date, from Brookville, Pennsylvania, notifying us not to ship your bill of goods and stating that you would not receive them. Our agent made no misrepresentations to you whatever. We have a valid contract with you, the terms of which we propose shall be filled to the letter by both parties thereto. We inclose you herewith bill of lading of goods shipped you on 6th inst. as per contract. These goods will be found to be exactly as represented, and we shall expect you to receive and pay for them as per agreement. We are a responsible firm and when we pay a reliable man a good salary and expenses to go and take a valid contract, as in your case, we do not propose to be trifled with in this manner. The prices to you were low and the goods will be exactly as our agent represented."

The woodwork arrived at the railroad station in Brockwayville on August 16th. The irons came two or three days later. Both were consigned to S.W. Temple, as provided in the written contract. On August 26th, Sweet called upon Temple and demanded a settlement for the furniture. He was informed by Temple that the latter had received notice that the furniture was at the Brockwayville station, but that it would not be received or paid for, as the board had rescinded the contract. At that time the furniture at the station had not been examined or seen by Temple or by any one representing the defendant, and the refusal to accept it was based entirely upon the action taken by the board after the examination of the Coder and DuBois furniture. Subsequently, however, Temple and others examined the furniture at the station, and upon the trial they testified that it was defective in material and workmanship, and did not conform to the sample exhibited to the board by Sweet or to his representations. The plaintiff called witnesses whose testimony tended to rebut that adduced for the defendant upon this subject; and quite an amount of testimony was taken, upon each side, as to the character of the furniture in the school houses at Coder and Dubois.

At the conclusion of the testimony, the court, WILSON, P.J., charged the jury in part as follows:

If the jury believe from the evidence that the school district of...