West End Mfg. Co. v. P.R. Warren Co.
| Decision Date | 06 April 1908 |
| Citation | 198 Mass. 320,84 N.E. 488 |
| Parties | WEST END MFG. CO. v. P. R. WARREN CO. |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
Brandeis, Dunbar & Nutter (J. Butler Studley, of counsel), for plaintiff.
Williams & Halloran and Henry D. Crowley, for defendant.
This is an action of contract for goods sold and delivered, which under the designation 'manila lined chip,' were ordered of the plaintiff by the defendant by mail. The letter referred to accompanying specifications and gave shipping directions and a statement of the purpose of the defendant to have the roll stock coated. There were four sets of specifications, each giving quantity, size, weight and price and describing the goods ordered only as 'manila lined chip.'
There were interviews between representatives of the plaintiff and defendant several weeks before the order was sent, at which samples were shown and the grade of board discussed. There was some evidence tending to show that the sale was by sample. Both parties to these conversations testified that the goods delivered were as good as the sample, and this was not contradicted. It was undisputed that there are two qualities of manila lined chip, one, which does not bend at all, and the other, which bends more or less according to grades. The defendant asked of its general manager whether he ordered the board for stiff boxes or folding boxes, offering to show that it was ordered for the specific purpose of making folding boxes, and that it was to have more folding qualities. This offer, technically construed, might mean the undisclosed purpose of the buyer, but its more natural import is that such purpose was disclosed to and assented to by the seller, and it seems to have been so understood by the court, who ruled that that issue was not presented. This being a suit for the price of goods sold and delivered, it was open to the defendant under its general denial to show that the contract proved by the plaintiff was not the contract in fact made, in that goods of a different character were the subject of the sale. The offer raised this issue. Rodman v. Guilford, 112 Mass. 405. It has not been argued that the written order of the defendant constituted such a contract in writing as to exclude all oral evidence respecting it. This position could not be successfully maintained. It contains no reference to the samples or to the particular grade of manila lined chip which was desired. If these matters were agreed upon at a previous meeting between the representatives of the parties for the purpose of applying to a future transaction, it was competent to show it, although the particular order was in writing. Leavitt v. Fiberloid Co., 196 Mass. 440, 82 N.E. 682. There was some evidence from the manufacturer of the goods that the specifications meant bending board intended for a collapsible box. But the subject was not pursued to the extent of showing what there was about them to convey this meaning. If this be so, it was competent for the defendant to explain their terms, so as to show that, to one familiar with them, there would be no mistake in their meaning. Yet with this fact in evidence, the superior court prevented the inquiry whether the stock delivered was merchantable for folding boxes. If the order itself, when interpreted as it was understood by those familiar with the trade, meant goods to be used in making folding boxes the defendant had a right to show that the goods delivered did not correspond with the description contained in the specification. The other issues raised did not blot out this one, which the defendant attempted to raise. Even though the goods were bought by sample, it may have been that the sample did not upon ordinary inspection disclose inadaptability for use in the manufacture of folding boxes, and that still, although corresponding to the sample, it was open to the defendant, according to the terms of that portion of the agreement contemporaneous with showing the samples, to require, under his contract, materials, which were suitable for a particular purpose. Drummond v. Van Ingen, 12 App. Cas. 284. There was strong evidence tending to show an acceptance of the goods. But this is not conclusive, as it may be that the terms of the order, if explained, or the representations at the interviews when the samples were exhibited, would show an agreement as to the quality of the goods, which would survive an acceptance and give the defendant rights in this action, notwithstanding his...
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