Slaymaker v. Irwin
| Decision Date | 08 April 1839 |
| Citation | 4 Whart. 369 |
| Parties | SLAYMAKER and Another v. IRWIN and Another. |
| Court | Pennsylvania Supreme Court |
IN ERROR.
The plaintiffs, in a letter to the defendants who were manufacturers of iron, said, " We will take 100 tons of Washington pig metal, the same quality as that received last year from you, at $30 per ton, delivered at W. as early in the spring as the navigation of the river will admit of, and the further quantity of 100 tons at any time between the 1st of July and the 1st of October," & c. The defendants replied, The plaintiffs, in answer, said, " We will take three ark loads if delivered in that way, which we would greatly prefer, or 150 tons if delivered by the canal. The terms proposed we will comply with:" Held, that these letters did not constitute a contract on the part of the defendants to furnish the iron asked for in the plaintiffs' last letter; the defendants not having replied to the plaintiffs' last letter.
WRIT of error to the Court of Common Pleas of Chester County, to remove the record of an action on the case, brought by H. Y Slaymaker and S. R. Slaymaker, partners under the firm of H Y. Slaymaker and Co., against Samuel Irwin and William W Houston trading under the firm of Irwin & Houston.
The action was brought to recover damages, for not delivering to the plaintiffs a certain quantity of iron which, it was alleged, the defendants had contracted to deliver to the plaintiffs. On the trial, before DARLINGTON, President, on the 19th of May, 1838, the plaintiffs, to prove the alleged contract, gave in evidence the correspondence upon which they relied in support of their case. The first in order of time was from the defendants to the plaintiffs as follows:
" Bellefonte, Jan. 23d, 1836.
Gentlemen:--Sometime since I received your letter of explanation which was altogether satisfactory, and now have yours of the 20th inst. before me; in answer to which I can only remark, that less than thirty dollars per ton, we decline selling for, either deliverable at Columbia in canal, or at Wrightsville, in arks. All the metal now at Columbia is sold, and more, for spring delivery. As you don't say any thing as to the time of delivery, I presume you mean on the opening of the navigation, which is the shortest date we could contract for.
From the plaintiffs to the defendants.
Your favour of the 23d inst. was received last evening. We will take one hundred ton of Washington pig metal; the same quality as that received last year from you at thirty dollars per ton, delivered at Wrightsville as early in the spring as the navigation of the river will admit of; and the further quantity of one hundred tons, at any time between the first of July and the first of October. If the river is not in order at any time during those three months to deliver them at Wrightsville, then immediately after the first of October they may be delivered at Columbia, for which we will give the same price, all to be at six months' credit, from the time of delivery.
We will take the arks for what they are selling for at Wrightsville or Columbia, at the time of delivery, you to be at the expense of unloading, and we at the expense of weighing.
We are very respectfully, yours, & c.
From the defendants to the plaintiffs.
" Bellefonte, Feb. 15. 1836.
H. Y. Slaymaker & Co.
Gentlemen,
In answer to your last letter I would inform you, that our lease expires on the first of April next ensuing, and that we will have no metal to deliver after the spring freshet, or in case of no freshet in the river, in the canal immediately after. Therefore it will be necessary for you to say what quantity you will take on spring delivery, as it will be out of our power to accommodate you at the time specified in your last note. Our terms are thirty dollars per ton, if delivered in arks at Wrightsville, you paying the unloading and weighing and the customary price for arks. If delivered in the canal, thirty dollars a ton at Columbia: we paying the unloading and you the weighing. In both cases a credit of six months is given from delivery. An immediate answer is requested as we are receiving orders daily, and are unable to decide as to the quantity we may have to sell.
From the plaintiffs to the defendants.
Gentlemen:--Your favour of the 15th inst. was duly received; from which we learn that you will not have any metal for sale after the spring delivery, and in which you inquire what quantity we will take at that time; in reply to which, we say we will take three ark loads if delivered in that way, which we would greatly prefer, or one hundred and fifty tons if delivered by the canal. The terms proposed we will comply with.
From the plaintiffs to Samuel Irwin, one of the defendants.
" Margaretta, May 5th, 1836.
Samuel Irwin, Esq.
Dear Sir:--Last winter we contracted with the firm of Irwin & Houston for 150 tons of pig iron or three ark loads if delivered by the river, which was to be delivered this spring, and having understood that Mr. Houston has said that he had no pig iron coming on for us, we think it our duty to apprize you that the contract has not been complied with; and in case of a failure upon your part to do so, the disappointment will be very great and the loss heavy. We hope some arrangement may be made, by which we may be spared the pain of seeking redress.
We are yours, & c.
H. Y. SLAYMAKER & CO."
From the plaintiffs to the defendants.
From the defendants to the plaintiffs.
" Centre Furnace, May 18th, 1836.
H. Y. Slaymaker & Co.
Gentlemen:--On my arrival at home the other day I found a letter from your firm expressing much surprise, that I had not delivered you a quantity of pig metal this spring. Now sir, I am not only surprised, but really disappointed that you could make the assertion you have, without having a definite contract with me. You write to me to know whether and at what price I will sell metal. I answer you. You state that you take so much at certain times. I reply, that we can't deliver metal according to your request and proposition, and there the matter ends. How you can suppose that I would deliver metal to you without a specific contract, I am at a loss to imagine, after the treatment of last season; when I had, so far as a verbal contract is binding, every reason to expect you to fulfil, yet you declined and left me to my alternative. It might then have been very pleasant to supply yourself with metal below what you had agreed to pay me! I presume if it were otherwise, you would have completed your engagements. It might now be pleasant for you to have it to say, that you have delivered but 100 tons; our proposition was for 300 tons at stated times, and until delivered we decline closing for a part. I do not say such would have been the case, but such might have been. I had no right to make any allowance for your conduct, but rather to expect the strictest compliance with your propositions to be fulfilled by us. If you have been disappointed, I am sorry for it; but you can charge no blame on us, but rather on yourself, presuming that it was better to keep the proposition open to accept or refuse at your pleasure as the case might be.
Evidence was also given on both sides, respecting the price or value of marketable iron and other circumstances, not material to this report.
On the conclusion of the evidence, the plaintiffs' counsel requested the Court to charge and instruct the jury upon the following points, viz.:
" 1. Where the negotiation for the sale and delivery of an article of commerce is conducted by letter, the contract is completed when the answer containing the acceptance of a distinct proposition is dispatched by mail--provided it be done with due diligence, after the receipt of the letter containing the proposal and before the offer is withdrawn.
2. The letter of H. Y. Slaymaker & Co. of the twenty-second day of February, 1836, is an acceptance of a distinct proposition, and if dispatched with due diligence, completed the contract.
3. It was not necessary in order to consummate the agreement, that the said letter of the 22d of February, 1836, should have been answered.
4. The ordinary measure of damages is the difference between the contract price of the article, and the...
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