Slater v. Savannah Sugar Ref. Corp.

• Citation: 110 S.E. 759,28 Ga.App. 280
• Decision Date: 04 March 1922
• Docket Number: (No. 12558.)
• Parties: SLATER . v. SAVANNAH SUGAR REFINING CORPORATION.
• Court: United States Court of Appeals (Georgia)

28 Ga.App. 280

110 S.E. 759

SLATER .

v.SAVANNAH SUGAR REFINING CORPORATION.

(No. 12558.)

Court of Appeals of Georgia,

Division No. 2.

March 4, 1922.

(Syllabus by the Court.)

Where parties have attempted to execute a contract in writing, all the provisions of the instrument will, so far as permissible and consistent with their meaning when reasonably interpreted, be given a construction that will uphold the instrument as a valid contract, rather than a construction which will render the instrument invalid.

Where an instrument in writing, purporting to be a bilateral contract, contains mutual promises, which without more, and when taken independently of certain subsidiary provisions in the instrument, would render the instrument valid as a contract, such subsidiary provisions will not, unless their terms imperatively demand it, be given a construction that will nullify and completely destroy the entire obligations of either party under the instrument, and thus render the instrument lacking in mutuality and void.

(Additional Syllabus by Editorial Staff.)

Error from Superior Court, Chatham County; P. W. Meldrim, Judge.

Action by the Savannah Sugar Refining Corporation against J. C. Slater. Judgment for plaintiff, and defendant brings error. Affirmed.

Travis & Travis, of Savannah, for plaintiff in error.

Hitch, Denmark & Lovett, of Savannah, for defendant in error.

STEPHENS, J. [1, 2] The Savannah Sugar Refining Corporation brought suit against J. C. Slater to recover damages of the defendant for an alleged violation by him of the following alleged contract:

"Contract No. 319. Savannah, Ga., July 10th, 1920. Sold by Savannah Sugar Refining Corporation, of Savannah, Ga. Sold to J. C. Slater, Savannah, Ga., 100 barrels standard fine granulated sugar. On the basis of twenty-two one-half (22 1/2) cents per pound, f. o. b. Savannah Sugar Refinery, Port Wentworth, Georgia, for fine granulated. Shipment at sellers' option between Oct. 15th and Nov. 30th. Terms: Cash before delivery less 2%, or cash in seven days less 2%. Terms and withdrawals subject to the approval of the sellers' Credit Department. Payment of invoice in New York Exchange or funds at par in Savannah, Jacksonville or Atlanta. Sellers to furnish sugars packed in barrels or bags. Sellers will furnish 2, 5, 10, and 25 pounds bags at the ruling differential above fine granulated basis, if desired by the trade, provided these packages are obtainable, but do not guarantee to furnish such packages. Shipping instructions and assortment to be furnished when requested by seller. Sellers will not be responsible under this contract if shipment is prevented or delayed by war conditions, strikes, labor difficulties, accidents, embargoes, regulations or restrictions Imposed by any government or governmental agencies, fire or other cause beyond the sellers' control, or if the supply of raw-material of the refinery manufacturing the sugar described in this agreement shall be interrupted by any such cause. Option of routing is reserved by the sellers. Delivery will be considered complete on receipt of goods by the carrier. This purchase to be invoiced and paid for at contract price. No allowances whatever for declines in market. If shipment is made freight prepaid, the ruling prepaid freight basis to destination in effect on date of shipment will govern. All additional import duties, excise or other taxes hereafter levied on the raw or refined sugar necessary to fill this contract at buyer's expense in addition to price specified. Kindly sign and return one copy confirming purchase. Lamborn & Company, Savannah, Ga., Brokers. This contract is accepted. [Seller] Savannah Sugar Refining Corp., Savannah, Ga., by W. Cather. This contract is accepted. [Buyer] J. C. Slater. John P. Slater."

The defendant demurred to the plaintiffs' petition, one of the grounds of demurrer being that the alleged contract sued upon was "unilateral" (using that, word in the sense in which it is used by the legal profession in Georgia, to mean that the alleged contract lacked mutuality), and that for this reason no contract between the parties was created. The trial judge overruled the demurrer, and the defendant excepts.

The defendant contends that the alleged contract was void for lack of mutuality, in that the plaintiff, the Savannah Sugar Refining Corporation, was not bound to per^; form. The instrument sued on is an attempted agreement between two parties who will be designated herein as the seller and the purchaser. It stipulates that "100 barrels standard fine granulated sugar" are "sold" by the seller to the purchaser, and that "this contract is accepted" by both parties. Such an acceptance by the...