Strobridge Lithographing Co. v. Randall

• Decision Date: 14 April 1896
• Docket Number: 318.
• Citation: 73 F. 619
• Parties: STROBRIDGE LITHOGRAPHING CO. v. RANDALL.
• Court: U.S. Court of Appeals — Sixth Circuit

73 F. 619

STROBRIDGE LITHOGRAPHING CO. v. RANDALL.

No. 318.

United States Court of Appeals, Sixth Circuit.

April 14, 1896

The Strobridge Lithographing Company is a corporation of Ohio with its place of business in Cincinnati, and is engaged in printing lithograph advertisements for theatrical companies. Prior to July 1, 1884, Joseph Brooks and James Dickson, of New York, constituted a partnership known as Brooks &amp Dickson, whose business it was to organize and manage various traveling theatrical companies. James A. Randall is a lawyer living in Detroit, Mich., who, upon July 1, 1884, became associated as a partner in the firm of Brooks & Dickson. Prior to Randall's entering the firm, Brooks & Dickson had incurred an indebtedness to the Strobridge Company of about $9,000 for printed stock, for which they had given notes, 14 in number, maturing at different dates. The new articles of co-partnership between Brooks, Dickson, and Randall provided that Randall should not assume or in any wise become responsible for any debts or obligations of the late firm of Brooks & Dickson, except such obligations as arose from contracts made for the business of the season of 1884-85, which had not then in anywise been performed. Randall withdrew from the new firm in December, 1884, and early in 1885 Brooks & Dickson became insolvent. An action was begun by the Strobridge Lithographing Company in the Wayne circuit court at Detroit, Mich.,against Randall Brooks, and Dickson, Randall being the only one served, to recover a judgment upon the indebtedness of both the old and the new firms, the contention being that by negotiations and extensions of time on the old indebtedness subsequent to the formation of the new firm it had become liable therefor. The case was heard at length before a jury, and resulted in a verdict against Randall in favor of the company for about $1,800. An appeal was taken by both parties to the supreme court of Michigan, and upon a hearing by that court the judgment of the court below was reversed. The supreme court held that the court below should have directed a verdict for the defendant on the ground that by a binding contract Randall had been released by the Strobridge Lithographing Company from all the indebtedness it was then seeking to enforce. The cause was remanded accordingly to the Wayne circuit court, with directions to order a new trial. When the case reached the circuit court, the lithographing company dismissed it without prejudice, and began an action in the court below. The same defense of release was pleaded in this action, and it was upon this ground that the learned judge of the court below directed a verdict for the defendant. The record discloses the following in respect to the alleged release:

After Brooks & Dickson failed, in 1885, and the suit was brought in the Wayne circuit court, as above stated, against Randall, negotiations were begun between the lithographing company and Brooks & Dickson in New York for a settlement of the indebtedness. The matter was considered by the board of directors of the lithographing company, and at a meeting held July 24, 1885, they directed their president to send the following telegram to Brooks & Dickson:

'At a meeting of our board, just adjourned, I am instructed to notify you as our ultimatum that we will release you on payment of four thousand dollars cash; we retaining the stock on hand.'

This telegram was sent. A few days thereafter, Hines Strobridge, the president of the company, stopped in New York on his way from Cincinnati to Watch Hill, R.I., and had a conference with Brooks & Dickson. They told him that Randall had notes against them for $4,000; that if the lithographing company could obtain these notes from Randall, a friend of theirs, named Connor, would discount the notes, and thus furnish $4,000 with which they could pay the lithographing company the amount agreed upon as a composition of the whole indebtedness, and that, with this indebtedness provided for, they could settle with all their other creditors. Thereupon Strobridge sent Randall the following telegram:

'James A. Randall, Attorney at Law: Will you turn over to us the notes amounting to four thousand dollars you hold of Brooks & Dickson? If so, will release the parties to suit against Brooks & Dickson, and they will get you released from all other indebtedness of the firm. Answer quick.

'Hines Strobridge.'

Randall answered:

'To Hines Strobridge, Strobridge Lithographing Co., New York City: Certainly. Notes have been assigned to Atkinson, but will get them, and turn them over to you on condition of your telegram.

James A. Randall.'

On August 6th, Strobridge, at Watch Hill, advised the board of directors of the lithographing company at Cincinnati that the proposition of Brooks & Dickson to pay or secure the payment of $4,000 could not be carried out by them, and referred the matter to the board of directors. On August 10th the board decided that the proposition to settle for $4,000 must be carried out, either in money or in secured notes. Randall testified that after he sent the telegram he immediately wrote to Strobridge to say that he had procured the Brooks & Dickson notes from Atkinson, and held them subject to his order, and that Strobridge replied to that letter. Strobridge denies having received such a letter, and says that Randall never offered to turn the notes over to him at all, but that the whole matter was broken off; that he met Randall in 1886, and that nothing was said about the notes, and that he had no idea when he delivered them to the clerk of the state court.

The evidence before the supreme court of Michigan was slightly different from that presented in this cause. Their opinion is reported under the name of Lithographing Co. against Randall, 78 Mich. 195, 44 N.W. 134.

Ramsey, Maxwell & Ramsey and Griffin & Warner, for plaintiff in error.

Alfred Russell, for defendant in error.

Before TAFT and LURTON, Circuit Judges, and HAMMOND, J.

TAFT Circuit Judge (after stating the facts as above).

The first question that meets us in this case is whether the two telegrams between Strobridge and Randall made a contract of release. If they did not, then the judgment of the court below must...