Winslow Bros. & Smith Co. v. Hillsborough Mills

• Court: United States State Supreme Judicial Court of Massachusetts
• Writing for the Court: SPALDING
• Citation: 319 Mass. 137,65 N.E.2d 1
• Decision Date: 01 February 1946
• Parties: WINSLOW BROS. & SMITH CO. v. HILLSBOROUGH MILLS.

319 Mass. 137
65 N.E.2d 1

WINSLOW BROS. & SMITH CO.
v.
HILLSBOROUGH MILLS.

Supreme Judicial Court of Massachusetts, Suffolk.

Feb. 1, 1946.

On Report from Superior Court, Suffolk County; Cabot, Judge.

Action of contract by Winslow Bros. & Smith Company against the Hillsborough Mills for the balance due on the purchase price of wool sold by plaintiff to defendant, which filed a declaration in set-off for the amount of an alleged overpayment. The trial judge found for plaintiff and reported the case to the Supreme Judicial Court.

Judgment in accordance with trial judge's findings.

[65 N.E.2d 1]

Before FIELD, C. J., and LUMMUS, RONAN, and SPALDING, JJ.

J. S. Stone and T. L. Gannon, both of Boston, for plaintiff.

W. Powers, of Boston, for defendant.

SPALDING, Justice.

This is an action of contract in which the plaintiff seeks to recover a balance of the purchase price alleged to be due on a sale and delivery by it to the defendant of three hundred bales of wool. The plaintiff has been paid $91,628.30, but alleges that the

[65 N.E.2d 2]

defendant owes it a balance of $3,837.61 with interest. The defendant contends, for reasons that will be discussed later, that it not only owes the plaintiff nothing but that the plaintiff has been overpaid to the extent of $2,694.94, the recovery of which with interest the defendant seeks under its declaration in set-off.

The case was tried to a judge whose findings of facts may be summarized as follows: The plaintiff is a wool dealer in Boston and acts as a selling agent for Armour & Co., hereinafter called Armour. The defendant operates a worsted mill at Wilton, New Hampshire, in which it manufactures worsted yarn, a fact known to the plaintiff, and uses both shorn and pulled wool. Wool that is shorn from live sheep is known as ‘shorn wool’ or ‘fleece wool.’ Wool that is pulled from the hides or carcasses of sheep after they have been slaughtered is known as ‘pulled wool.’ Both ‘shorn wool’ in the condition in which it comes from the sheep and ‘pulled wool’ after coming from the ‘pullery’ are known as greasy wool or wool in the grease. Such wool varies from lot to lot as to the amount of foreign substance and grease that it contains, consequently the shrinkage after scouring is not uniform. The ultimate commercial value of a lot of greasy wool depends upon the amount and quality of clean wool obtained after scouring. Scouring consists of washing the wool with soap or alkali and hot water. Greasy wool, whether it is to be used in a worsted mill or in a woolen mill, has to be scoured first. In a worsted mill the wool is combed after it is scoured, whereas in a woolen mill it is merely carded. Where wool is combed after scouring additional foreign matter is removed, consequently there is a greater shrinkage than there would be where it is merely scoured and carded.

On April 13, 1943, representatives of the defendant examined a sample of Armour's pulled wool in the grease, weighing about three to five pounds, at the plaintiff's office in Boston. The parties agreed upon the sale of three hundred bales of such wool, if available from Armour. It was agreed that the wool ‘was 64s and 2 1/2 inches long and of choice character.’ (The maximum price prescribed by the regulations of the Office of Price Administration, ¹ hereinafter called the OPA, for wool of this type was at that time $1.23 per pound on a ‘clean basis.’) It was further agreed that the price would be the maximum or ‘ceiling price’ of $1.23 per pound ‘clean basis,’ and they agreed in good faith that a fair estimate of the shrinkage would be twenty-eight per cent and that the grease price would be $.8856 per pound ‘f.o.b. Chicago.’ ‘This figure was arrived at by taking the ceiling price of $1.23 clean basis, estimating a twenty-eight per cent shrink, and, therefore, taking seventy-two per cent of the $1.23 ceiling.’

Thereafter three hundred bales of wool (weighing one hundred seven thousand seven hundred ninety-eight pounds), of the type and quality contemplated by the agreement, were shipped to and received by the defendant. The sales memoranda forwarded to the defendant recited that the sales were ‘subject to any government regulations.’ For the wool shipped the defendant was charged $95,465.91, which was based on a grease price of $.8856 per pound. After the wool had been scoured and combed, the yield showed a shrinkage of thirty-three per cent. There was no evidence before the judge as to the actual shrinkage after scouring alone.

The principal question for decision in the trial court is the meaning of the words ‘clean basis' as used in the OPA regulations. The defendant contends that the ‘clean basis' ceiling refers to the ultimate weight that wool, delivered in the grease to the purchaser, will have after it has been cleaned; that the cleaning process for a worsted mill such as it operates includes both scouring and combing; and that the ultimate weight to which the ceiling applies is the weight of the clean wool, after both scouring and combing. It...