Solter v. Leedom & Worrell Co.

• Citation: 252 F. 133
• Decision Date: 07 May 1918
• Docket Number: 1564.
• Parties: SOLTER et al. v. LEEDOM & WORRELL CO. et al. In re CHARLES WACKER CO.
• Court: United States Courts of Appeals. United States Court of Appeals (4th Circuit)

252 F. 133

SOLTER et al. v. LEEDOM & WORRELL CO. et al.

In re CHARLES WACKER CO.

No. 1564.

United States Court of Appeals, Fourth Circuit.

May 7, 1918

Richard S. Culbreth, of Baltimore, Md., for appellants.

Alexander Hardcastle, Jr., and Carl R. McKenrick, both of Baltimore Md. (Bartlett, Poe & Claggett, of Baltimore, Md., on the brief), for appellees.

Before PRITCHARD and WOODS, Circuit Judges, and CONNOR, District judge.

WOODS Circuit Judge.

In the course of the bankruptcy of the Charles Wacker Company, the District Court held, contrary to the contention of the trustee, that the following instrument constituted a contract sufficiently definite to bind the bankrupt for damages for its breach.

'A E. Kidwell & Company, Canned Goods Brokers, 125 Cheapside Baltimore, Md.

'Sold to J. M. Radford Gro. Co., Abilene, Tex., for account of the Chas.

Wacker Co., Baltimore, Md.:

'4,000 c/s No. 2 Wacker's Best Brand future 1916 packed standard tomatoes, in sanitary tins . . . .60 per doz.

'1,000 c/s No. 3 Wacker's Best Brand future 1916 packed standard tomatoes, in sanitary tins . . . .80 per doz.

Prices guaranteed against decline of the following reliable packs of standard tomatoes to date of shipment: Roberts Bros., Big R Brand, Numsen's Clipper Brand, Langrall's Maryland Chief Brand, Schall's Terrapin Brand, McGrath's Champion Brand, Torsch's Peerless Brand, Foote's Compass Brand, Booth's Oval Brand.

'Terms: Cash less 1 1/2% in 10 days f.o.b. Balto. Usual guaranty of six months against swells and leaks. Goods guaranteed to comply with the national Pure Food Laws.

'Ship: 100% delivery guaranteed.

'Shipment at packer's option during packing season.

'A. E. Kidwell & Co., Brokers. 'J. M. Radford Grocery Co., 'E. G. Boyer, Sect'y.

'1/24/16 Baltimore.

Accepted: The Charles Wacker Co., 'Chas. Wacker.' The trustee appeals, insisting that there was no contract because the price was too indefinite.

When parties sign an instrument intended by them to be a binding contract, the duty of courts is imperative to give effect to it, if by any reasonable construction its meaning can be made to appear reasonably definite as to quantity, price, and other essentials. In applying this rule, that is regarded definite and certain which can be made so. By stipulation it was agreed:

'That No. 3, No. 2, No. 1, and No. 10 standard tomatoes have a market value to the same extent and degree that grains and other standard commodities have. That the reason for having these contracts guaranteed against decline in prices was to enable the Charles Wacker Company to introduce its goods in competition with the goods of the packers whose names appear as those against which the declines were guaranteed; they being well-established and well-known manufacturers of canned goods, while the Wacker Company was comparatively new at the business.'

The Maryland statute provides:

'The...