"The
plaintiff, in the years 1896 and 1897, owned and operated a
drop-forge plant in the city of Worcester, doing business
under the name and style of John C. Speirs & Co. The
defendant, in the years 1896 and 1897, owned and operated a
drop-forge plant in the city of Chicago, in the state of
Illinois. On the 24th day of March, 1896, the plaintiff and
the defendant executed an agreement, a copy of which is
hereto annexed, marked 'Exhibit A,' and may be
referred to.
On the 1st day of June, 1896, the plaintiff's entire
plant and shop and all his machinery, tools, and implements
necessary for producing forgings, except one drop hammer
which said plaintiff reserved for his own use for forging
wrench forgings, as stated in said agreement, were ready to
produce forgings for the defendant under said agreement.
And said plant, shop, machinery, tools, and implements were
ready and in preparation for work, and plaintiff notified
defendant of that fact. About April 1, 1896, the defendant
met the plaintiff and agreed upon prices to be paid for the
manufacture of certain kinds of drop forgings which might
be manufactured by the plaintiff for the defendant under
said agreement. Under said agreement, the plaintiff, as
provided in paragraph 2 thereof, was to furnish at actual
cost any and all dies that might be required for the
forgings manufactured by the plaintiff under said
agreement, and plaintiff was at all times ready and willing
so to furnish such dies. Between June 1, 1896, and October
13, 1896, the plaintiff several times asked the defendant
to furnish him work, and was at all times willing to
perform work under said agreement for the defendant; but
the defendant furnished no work, and on
October 13, 1896, in a letter to the plaintiff, the defendant
wrote as follows: 'In the terribly disturbed condition of
finance, and everything else in the country, we have made no
effort to get work; and yet we have had executed contracts in
our hands, some of them for two months, without any
specifications to execute. The fact is even our best Western
manufacturers have been at their wits' end to know just
what to do, or when to begin, and to what extent to employ
their plants. But there seems to be a movement of the waters
indicating considerable activity in the near future, as soon
as the election is over. At any rate, we are getting ready
for a rush of business, and hope we will not be disappointed.
Thereupon, on November 4, 1896, the plaintiff, through his
attorneys, notified the defendant that he would hold the
defendant responsible, under the said agreement, for his
damages by reason of defendant's alleged breach thereof
and the plaintiff immediately went into the market and
attempted to get work for his shop from other parties than
the defendant. It is agreed that the above facts shall be
taken to be all the facts material to this case. It is
further agreed that if, under the above statement of facts,
the court shall be of opinion that the plaintiff is entitled
to recover damages in this case under said agreement, then
the case shall be sent to an assessor, to be appointed by the
superior court, to determine the amount of damages for which
judgment for plaintiff shall be entered, and that otherwise
judgment shall be entered for the defendant.
"Exhibit
A: This agreement, made and entered into this 24th day of
March, A.D.1896, by and between the Union Drop-Forge
Company, of Chicago (an Illinois corporation)
party of the first part, and John C. Speirs & Co., of the
city of Worcester, state of Massachusetts, party of the
second part, witnesseth: (1) That the said first party is
desirous of employing, and does hereby employ, said second
party to produce certain drop forgings at his drop-forge
plant and shop in the city of Worcester, Massachusetts, for
and during the period beginning with the 1st day of June,
1896, and ending with the 31st day of May, 1897. (2) The said
party of the second part hereby agrees to, and does hereby,
accept said employment, and agrees to give during said
period, to the said first party, the full and entire use of
his said plant and shop, and to furnish all machinery, tools,
and implements at their own expense which shall be required
for the purposes of producing said forgings (excepting one
drop hammer, which said second party desires to reserve for
their own use for forging wrench forgings only), and to
furnish at actual cost any and all dies required for above
forgings. (3) The said first party agrees to furnish all of
the steel or other material for the manufacture and product
of said drop forgings, which said steel and the manufactured
product therefrom and all scrap which shall be produced by
said forging shall be and remain at all times the property of
the said first party. (4) The forgings so produced and
manufactured shall be shipped by said second party, f.o.b.
Worcester, as the said first party shall from time to time
direct; and the said scrap which shall be produced from said
forging shall be sold by said second party for and on account
of the party of the first part, and the proceeds thereof
shall be fully accounted for to it by them. (5) The prices to
be paid for the manufacture of said drop forgings shall be
determined from time to time by the mutual agreement of the
parties hereto. (6) The said party of the second part shall
render monthly statements of account to the said party of the
first part, which shall remit and pay the amount of the same
on or before the 10th of the succeeding month. In witness
whereof, the said party of the first part has caused this
instrument to be executed by its president, and attested by
its secretary under its corporate seal, and the said second
party have hereunto set their hands and seals. (All dates in
ink and...
