Western Metals Co. v. Hartman Ingot Metal Co.

• Decision Date: 21 June 1922
• Docket Number: No. 14539.,14539.
• Citation: 135 N.E. 744,303 Ill. 479
• Parties: WESTERN METALS CO. v. HARTMAN INGOT METAL CO.
• Court: Illinois Supreme Court

303 Ill. 479

135 N.E. 744

WESTERN METALS CO.

v.HARTMAN INGOT METAL CO.

No. 14539.

Supreme Court of Illinois.

June 21, 1922.

Error to First Branch Appellate Court, First District, on Appeal from Superior Court, Cook County; Joseph B. David, Judge.

Action by the Western Metals Company against the Hartman Ingot Metal Company. From a judgment reversing a judgment for plaintiff, plaintiff brings certiorari.

Affirmed.

Isaac S. Rothschild, of Chicago, for plaintiff in error.

John S. Stevens, of Chicago (James V. O'Donnell, of Chicago, of counsel), for defendant in error.

THOMPSON, C. J.

November 2, 1918, the president of plaintiff in error and the president of defendant in error met by chance in the office of a mutual acquaintance in Cleveland, Ohio. Plaintiff in error is a dealer in scrap metal in that city, and defendant in error is a manufacturer of ingot brass in Chicago. There was some talk there regarding a sale by the former to the latter of a quantity of scrap brass. Following this conversation plaintiff in error sent to defendant in error a confirmation of a sale upon a printed blank. This confirmation reads:

‘Confirmation.

‘The Western Metals Company,

‘Corner Detroit & Center Streets, Cleveland, Ohio.

‘Sales Order No. 2053.

‘Date, November 2, 1918.

‘Sold to Hartman Ingot Metal Company, Chicago, Ill. Terms, 30-day acceptance draft for 90% of the invoice. F. o. b. Chicago. Shipment to be made any time between now and 1/31/19.

+-----------------------------------------+
                ¦‘Quantity and Material.     ¦Prices.     ¦
                +----------------------------+------------¦
                ¦25 tons #1 red brass borings¦per lb. 20¢ ¦
                +----------------------------+------------¦
                ¦25 tons clean light brass   ¦per lb. 13¢‘¦
                +-----------------------------------------+
                

Following the receipt of this confirmation the secretary to the president of defendant in error wrote this letter:

‘FPL

Chicago, Ill., Nov. 8, 1918.

‘Western Metals Co., Cleveland Ohio-Gentlemen: We will absolutely refuse to accept any shipments of metals until such a time as you are again notified by us to the contrary, owing to the fact that we are so badly congested here at the present time. Trusting you will give this matter your attention, we are

‘Yours very truly,

‘Hartman Ingot Metal Co.,

‘John Hartman.’

November 11 plaintiff in error acknowledged receipt of this letter and asked defendant in error to notify it when conditions at its plant would make a shipment possible. No reply was made to this letter. December 4 plaintiff in error again wrote defendant in error, advising it that it was shipping the 50 tons of scrap covered by the contract. Immediately upon receipt of this letter defendant in error wired that it would refuse to accept the shipment. On the same day it wrote plaintiff in error that it would under no circumstances receive any materials until it had notified plaintiff in error to make shipment. December 9 plaintiff in error replied to this letter and telegram, saying that it would comply with the request for a short time, but that it could not withhold shipment much beyond January 1. On receipt of this letter defendant in error replied that no shipments were to be made until specific instructions were sent to that effect. January 3, 1919, plaintiff in error wrote that it could not longer withhold shipment, and that it proposedto make shipment at once, and requested shipping instructions. Four days later defendant in error replied to this letter as follows:

‘On account of the government canceling orders on all purchases they have made, we are likewise canceling all written orders we have given our trade. We might have given you a verbal order, and this would be under the same ruling as all written orders we have given others.’

Following receipt of this letter plaintiff in error began an action in assumpsit in the superior court of Cook county for breach of the contract of sale. To the declaration filed, defendant in error pleaded the general issue, the statute of frauds of Ohio and the statute of frauds of Illinois. A trial was had before a jury, which returned a verdict for $4,500 in favor of plaintiff in error. On appeal to the Appellate Court, the judgment of the superior court entered on this verdict was reversed. The cause comes here by certiorari.

That an oral contract of sale was made in Cleveland is finally established by the jury, the judgment of the superior court, and the action of the Appellate Court in reversing the judgment of the superior court, without remanding and without making a finding of fact different from the finding of the trial court. The Appellate Court found that the action was barred because of the provisions of section 4 of the Uniform Sales Act, commonly called the ‘Statute of Frauds.’ This section provides:

‘A contract to sell or a sale of any goods * * * of the value of $500 or upwards shall not be enforceable by action * * * unless some note or memorandum in writing of the contract or sale be signed by the party to be charged or his agent in that behalf.’ Hurd's Stat. 1921, p. 2855.

It is not necessary, in order to take the contract of sale out of the statute of frauds, that there be a formal written contract, nor is it necessary that the written memorandum be complete in one writing. Ullsperger v. Meyer, 217 Ill. 262, 75 N. E. 482,2 L. R. A. (N. S.) 221,3 Ann. Cas. 1032. It is well established that a complete contract, bindingunder the statute of frauds, may be gathered from letters, writings, and telegrams between the parties relating to the subject-matter of the contract and so connected with each other that they may be fairly said to constitute one paper relating to the contract, though only one of the writings may be signed by the party to be charged.

No particular form of language is necessary to constitute the memorandum requisite to satisfy the requirements of the statute. Any kind of a writing, from a solemn deed down to mere hasty notes or memoranda, from which the intention of the parties may be gathered, as in other contracts, will be sufficient. McConnell v. Brillhart, 17 Ill. 354, 65 Am. Dec. 661;Lasher v. Gardner, 124 Ill. 441, 16 N. E. 919;Flegel v. Dowling, 54 Or. 40, 102 Pac. 178,135 Am. St. Rep. 812,19 Ann. Cas. 1159.

It is equally well established that the signed writing or writings must refer expressly to the other writing, or the several writings must be so connected, either physically or...