Soudan Planting Company v. Stevenson

• Court: Arkansas Supreme Court
• Writing for the Court: HILL, C. J.
• Citation: Soudan Planting Company v. Stevenson, 102 S.W. 1114, 83 Ark. 163 (Ark. 1907)
• Decision Date: 06 May 1907
• Parties: SOUDAN PLANTING COMPANY v. STEVENSON

102 S.W. 1114

83 Ark. 163

SOUDAN PLANTING COMPANY v. STEVENSON

Supreme Court of Arkansas

May 6, 1907

Appeal from Lee Chancery Court; Edward D. Robertson, Chancellor reversed.

STATEMENT BY THE COURT.

H. P Rodgers was the owner of two plantations situated on the St Francis River, in Lee County, known as the "Soudan" and "Westwood" places. He sold the same to Henry Banks and Lem Banks. The Soudan Planting Company was a corporation formed by the Messrs. Banks for the purpose of receiving title to said lands and operating the plantations thereon. The consideration for the sale of the property was $ 100,000, divided into ten equal payments, bearing six per cent. interest. "But, instead of being paid in cash, it is agreed that the parties of the second part shall pay same in cotton as follows: They shall deliver each year, beginning with 1903, 350 bales of cotton to the warehouse at Marianna for the party of the first part; said bales shall average in weight five hundred pounds, and shall be delivered as follows: One hundred and sixteen bales on or before October 15th, 118 bales on or before November 15th, and 116 bales more on or before December 15th (making a total of 350 bales), each year for ten years, beginning with 1903; and, in the case delivery is hindered by bad weather, scarcity of pickers or other circumstances beyond the control of purchasers, then delivery of cotton shall be made as soon after dates named as possible. The first payment shall be guarantied individually by the parties of the second part [who were Henry Banks and Lem Banks]." Pending negotiations, Mr. Lem Banks wrote Mr. Rodgers the following letter:

"MEMPHIS TENN., Nov. 10, 1902.

"MR H. P. RODGERS, Marianna, Arkansas.

"DEAR SIR: I did not write you at once, as Mr. Henry Banks was out of town. Mr. Henry Banks says that cotton is to be delivered on or before dates named. Also that, in case of bad weather, scarcity of pickers, or circumstances hindering beyond our control, then as soon after those dates as possible. He says that you will recall this by the fact that you and he discussed the cotton and agreed that he could probably deliver our part of the crop on those dates, but that the part belonging to tenants would have to go to pay for supplies. As contract is now changed, it would take all cotton on the place, both ours and tenants as fast as picked. It is our intention to deliver cotton as rapidly as we can conveniently, and so I think above will cover it. I have re-drawn contract and inclose it. I suppose the shortage is in woodland.

"Yours truly,

"LEM BANKS."

Pursuant to the request of Mr. Banks in said letter, the clause inserting into the contract the provision that, "in case delivery is hindered by bad weather, scarcity of pickers or other circumstances beyond the control of purchasers, then [delivery of cotton shall be made] as soon after those dates as possible" was agreed to by Mr. Rodgers.

Both the Messrs. Banks were large landowners, and Mr. Henry Banks owned thirty or more plantations, with a cotton acreage on all of them ranging from two hundred acres down. Mr. Rodgers was thoroughly familiar with the landed interests of the Messrs. Banks.

The contract was operated under during 1903 and 1904 without any friction. In 1903 delivery was made from the places, but not enough to satisfy the contract, and settlement was made as to the residue on a basis of cash for middling cotton, and in 1904 the cotton was delivered from the said places. Before the time of the performance of the contract in 1905, both Mr. Rodgers and Mr. Henry Banks had died. In fulfillment of the contract in 1905, tender was made to the executors of Mr. Rodgers's estate of cotton of the average grade and quality on the Marianna market at the time such deliveries were due. This was refused, and this action was brought to enforce a specific performance of the contract to the effect that cotton taken from the Soudan and Westwood places only should be delivered in payment of the contract, and to enjoin it from being diverted into the market until the payments under the contract were satisfied. In the trial parol testimony was introduced to show the intention of the parties to the contract, and correspondence between the parties was also introduced, the most important being the letter just quoted. It was established that, owing to the grade and staple of the cotton grown on the Soudan and Westwood places, said cotton was worth on an average one cent more on the market in Marianna than the average cotton sold on that market at the same time. The superior grade and quality of the Soudan and Westwood cotton was due to several facts, one of which was the strength of the land in the St. Francis bottoms, where said plantations were situated, and the superior quality of the seed used thereon and the excellent manner of planting, ginning and handling the crop. During the ownership of Mr. Rodgers the plantations had been largely planted with what is known as "Black Rattler" seed, which produced a fine quality of staple cotton. But under the management of the Soudan Planting Company it was found that the tenants were dissatisfied with the "Black Rattler" seed, owing to the difficulty in picking same, and change was made to seed for another long staple cotton, which continued to make Soudan cotton average better than cotton generally on the Marianna market.

Under the ownership of the Soudan Planting Company, a new and expensive gin was installed, and this improved the grade of the cotton ginned by it. The grade of the cotton was determined largely, if not entirely, by the method of planting, cultivating, ginning and handling, while the staple was principally determined by the seed and the soil.

The Soudan and Westwood plantations had evidently been well managed under Mr. Rodgers's management, and continued to be well managed under the Banks management, and, owing to the improved gin placed there, the grade of the cotton was improved. This management, coupled with the fertility and strength of the soil and the quality of cotton raised thereupon, had given and continues to give the Soudan and Westwood cotton the grade and staple referred to, producing on an average one cent per pound more on the Marianna market than the average cotton marketed there.

No question was raised in the chancery court as to the jurisdiction of chancery to enforce specific performance of the contract in question, and none is raised here. The chancery court held that it was the intention of the contract that delivery should be made from cotton grown on the Soudan and Westwood places, and decreed accordingly, giving judgment in favor of the estate of Rodgers for one cent per pound more than the value of the cotton which was tendered, and the planting company has appealed.

Judgment reversed and cause dismissed.

N. W. Norton, for appellant.

1. The prior negotiations were merged into the executory contract, the executory contract was merged into the deed, and the latter alone can be looked to. 30 Ark. 153; 80 Ark. 505. From the deed itself, therefore, must the question be determined whether or not the cotton to be delivered should be raised on these plantations. The mere intention, or even expressed intention, of the grantee to raise the cotton on the plantations would not create an obligation to do so, nor be any part of the consideration, unless it appears by the deed itself that both parties so regarded it at the time. 12 S.Ct. 84; 16 Pa.St. 117; 1 Add. Cont. 15; 110 Mass. 389; 95 S.W. 994; Id. 806.

2. Expectations of parties to a contract are no part of the obligation. 12 Wall. 548; 99 F. 109. What one party believes is no criterion in the construction of a contract, unless the belief was induced by the other party, and it must have been also a material part of the agreement, and for a consideration. 17 Wall. 19; 117 F. 477; 162 U.S. 303; 2 N.E. 915; 33 N.E. 745; 60 N.Y. 487; 95 F. 741. See also, 32 S.E. 485; 89 N.W. 957; 25 Ind. 44; 1 Ct. App. Ky. 267; 84 Ind. 576; 49 Ind. 588; 32 Ark. 59; 91 Law T. 319; 22 Wall. 105.

3. Equity will not enforce specific performance of a contract when to do so would work a hardship. Pomeroy, Spec. Perf. 47 and note; 34 N.E. 288; 8 Wall. 557. Nor will it specifically enforce a contract that is indefinite, uncertain and incomplete. Pomeroy, Spec. Perf., §§ 145, 159. It will not enforce a contract imposing continuous duties extending over a long period of time and involving details too intricate for the court to superintend. 10 Wall. 399.

H. F. Roleson and Moore, Smith & Moore, for appellees.

1. The parties intended that the cotton should be grown on the Soudan place. No other construction can be placed on that part of the deed providing that "in case delivery is hindered by bad weather, scarcity of pickers, or other circumstances beyond the control of the Soudan Planting Company, then delivery of cotton shall be made as soon after the dates mentioned as possible."

What is implied in a contract is as much a part of it as what is expressed. 8 Wall. 288; 18 Ark. 77. If the intent of the parties is not sufficiently established by the deed itself, the letter of Lem Banks, dated November 10, 1902, does manifest it beyond question, and resort may be had to that letter in order to show the intent and meaning of the contract. 55 Ark. 20; 28 Ark. 282; 46 Ark. 127; 15 Ark. 549; 35 Ark. 164.

This letter should be treated as a part of the contract; it is not extrinsic evidence, but a paper which is itself one of the writings going to elucidate the entire terms of the contract. 45 Ark. 25. But, if not treated as a part of the contract then it is still competent as extrinsic evidence for the purpose of interpreting the contract and making it more certain. 28...