Woolsey v. Ryan

• Decision Date: 08 October 1898
• Docket Number: 10328
• Citation: 59 Kan. 601,54 P. 664
• Parties: GEORGE WOOLSEY et al. v. MATTHEW RYAN, JR., et al
• Court: Kansas Supreme Court

54 P. 664

59 Kan. 601

GEORGE WOOLSEY et al. v. MATTHEW RYAN, JR., et al

No. 10328

Supreme Court of Kansas

October 8, 1898

Decided July, 1898.

Error from Wyandotte District Court. Henry L. Alden, Judge.

Judgment affirmed.

Mills Smith & Hobbs, for plaintiffs in error.

Baker Hook & Atwood and Hutchings & Keplinger, for defendants in error.

DOSTER C. J. Johnston, J., concurring.

OPINION

DOSTER, C. J.

The plaintiffs in error, as plaintiffs in the court below, sued the defendants in error, as defendants in the court below, for damages for violation of the following agreement:

"LEAVENWORTH, KAN., July 22, 1892.

"ARTICLE OF AGREEMENT.--It is agreed and understood between Ryan & Richardson, residents of Leavenworth City, Kansas, and G. Woolsey, P. F. Paul and W. W. Powell, of Bentonville, Arkansas, as follows: That G. Woolsey, W. W. Powell and P. F. Paul agree to buy and pack, in barrels to be furnished by Ryan & Richardson, sound, merchantable, handpicked, shipping apples, of fall and winter varieties, of the crop now growing in Benton and Washington Counties, Arkansas. Said apples to be purchased from growers in above-named counties with money to be furnished by Ryan & Richardson, and to be by the said Woolsey, Powell and Paul carefully packed in barrels, at the several railroad stations running through said counties designated hereafter by both parties concerned. The apples to be purchased by P. F. Paul, W. W. Powell and G. Woolsey to be hand-picked and sound, merchantable shipping apples. All labor and expense connected with the purchase of said apples, and packing them in barrels, to be at the expense of P. F. Paul, W. W. Powell and G. Woolsey, and when so packed in barrels, to be loaded F. O. B. cars at the several railroad stations, where being packed for shipment to destination as directed by Ryan & Richardson. Said P. F. Paul, W. W. Powell and G. Woolsey to keep a true and accurate account of all moneys expended for apples, and to render an account at such times as may be required by Ryan & Richardson, and to be responsible for the safe-keeping and outlay of such moneys, except such as might be lost by bank failure or in transit; all moneys so furnished by said Ryan & Richardson shall be by Woolsey, Powell and Paul kept entirely separate and apart from their own funds.

"In consideration of services rendered by G. Woolsey, W. W. Powell and P. F. Paul, Ryan & Richardson agree to pay them thirty cents per standard barrel of three bushels, for each and every barrel bought, packed and placed on cars. It is understood that Ryan & Richardson shall furnish barrels to pack the apples in (the barrels to be made in warehouse at Bentonville under control of and furnished by Woolsey, Powell and Paul free of charge), at other points to be furnished by Ryan & Richardson and moneys to purchase the apples, and Ryan & Richardson agree to pay market price for apples, and to meet fair, honest and reasonable competition in the purchase of said apples, and the said Ryan & Richardson shall have the privilege of having a representative present for the purpose of determining the prices to be paid for daily purchases. It is understood that the purchase of said apples shall commence as soon as it is deemed advisable by both parties to this contract, when apples can be purchased in sufficient quantities to insure getting a car load in a reasonable length of time, not to exceed three days on fall apples. All contracts for apples made prior to commencing to pack, shall be reported direct to Ryan & Richardson, and shall be a part of the business of the season. All contracts made with growers for their apples, for future delivery by them, shall be subject to written or telegraphic consent by Ryan & Richardson, at a stipulated price."

The plaintiffs alleged their readiness and willingness to perform the agreement upon their part, but averred that the defendants failed and refused to perform it upon their part, whereby the plaintiffs were prevented from earning a large sum of money. The District Court sustained a demurrer to the plaintiffs' evidence. Of this they complain, and bring the case here for review.

The material question arises upon the interpretation of the language of the contract sued upon. Do the terms of this contract import a mutual engagement between the parties to it; the one to perform the services and the other to accept and pay for the same? or, is it a unilateral engagement--that is, an engagement by one party only? We feel constrained after a careful study of the language of the...