Worcester Color Co. v. Henry Wood's Sons Co.

• Decision Date: 19 May 1911
• Citation: 95 N.E. 392,209 Mass. 105
• Parties: WORCESTER COLOR CO. v. HENRY WOOD'S SONS CO.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

209 Mass. 105

95 N.E. 392

WORCESTER COLOR CO. v. HENRY WOOD'S SONS CO.

Supreme Judicial Court of Massachusetts, Norfolk.

May 19, 1911

COUNSEL

Spaulding & Lewis and P. M. Lewis, for plaintiff.

H. S Davis, for defendant.

OPINION

RUGG J.

This is an action of contract to recover for two bills of merchandise. There is no controversy between the parties that the goods were sold and delivered and the prices charged were fair. The only defense is that there has been an accord and satisfaction. The course of dealings between the parties was this: On March 19, 1906, the defendant ordered of the plaintiff 6 barrels of Milori blue, and on March 21, 1906 226 pounds of Chinese blue, which were shipped on these days respectively. On March 28, 1906, a written contract was made by which certain machinery and other chattels were sold by the plaintiff to the defendant for $5,000 to be paid in installments. On the same date but by a separate transaction the defendant agreed to buy of the plaintiff a lot of pulp blue. The pulp blue was invoiced and shipped on April 16, 1906, in three different items, the prices charged aggregating $532.07. Thereafter the defendant claimed that the shipments of March 19th and 21st were included in the contract of March 28th, and that the $5,000 therein stipulated was to pay for the earlier sales. It further claimed that the pulp blue was larger in quantity and poorer in quality than had been represented, while the plaintiff asserted that it corresponded with the representation both as to quality and quantity. There were communications between representatives of the plaintiff and defendant touching these matters. Ultimately the defendant paid the $5,000 called for by the written contract of March 28, 1906, but did not pay for the invoiced goods. On December 24, 1906, the plaintiff sent the defendant a corrected bill for the pulp blue, reducing it by $210.76, and making the total $321.31, together with a letter explaining that the reduction was made in accordance with a letter of May 1, 1906, from plaintiff to defendant, in which it was stated that the reduction in price was made 'with the understanding that all other payments for material will be paid for according to invoices and contract.' On January 11, 1907, the plaintiff wrote the defendant again asking for a remittance. The defendant made no reply to either of these communications until March 13, 1907, when it returned the corrected bill for the pulp blue invoice of April 16, 1906, showing the amount due to be $321.31, together with a check for that sum, on which was written 'in full to date' and a letter saying, 'Enclosed please find check for your account in full $321.31.' The letter did not refer specifically to the invoices of March 19 and 21, 1906. Thereupon the president of the plaintiff after consultation with his attorney drew a pen through the words upon the check, 'in full to date,' collected it in ordinary course and sent the receipted bill to the defendant with a letter in which he said that the check was in settlement of the April 16, 1906, invoice and was not in full for all claims and asking remittance for the items here in litigation.

In this posture of the evidence, the presiding justice instructed the jury as matter of law that the sales of March 19 and 21, 1906, being the subject of this action, were not included in the written agreement of sale of March 28, 1906. This was plainly right, and it is not now contended otherwise by the defendant. He further ruled in substance that the defendant was honest in its claim that the goods here sued for were included in the written contract of March 28th. Unless this was assented to by both parties, it was too favorable to the defendant, for whether the dispute was genuine or not, especially in view of the correct ruling of law that they were not so included, was a question of fact, which was for the jury unless by agreement there was no issue about it. He also left it to the jury to say whether there had been an accord and satisfaction. He ruled that it was a question of fact to be decided upon the testimony, correspondence, and all the circumstances, whether the defendant at the time the check was sent and the plaintiff at the time it was received and deposited understood or ought to have understood as reasonable men that it was an accord and satisfaction of all outstanding claims between them, and that if the defendant made known to the plaintiff that the payment was on the condition that it should be received in full satisfaction of both its claims against the defendant, or if the plaintiff ought reasonably to have understood that this check was sent to be used only upon that condition, the plaintiff having accepted it, could not recover. The language of the letter of the defendant which transmitted the check and the words written upon the check in the light of all the transactions between the parties was not so plain and unequivocal as to warrant a ruling of law that any rational person ought to have understood that they meant an offer of the check upon condition that if accepted it would be in full settlement of all disputed claims. There had been two subjects of controversy between the parties: One was whether the invoices of March 19th and 21st were included in the written contract of March 28th for an entire price. About this the parties were wholly at variance, and there had been no suggestion of compromise, each having endeavored by correspondence to convince the other of its error. This disagreement was about the construction of the terms of a written contract and was a question of law. The other controversy related to the price which should be charged for some pulp blue. This controversy did not relate to liability, for the defendant admitted its liability, but to the amount for which it was liable and was wholly a question of fact. The defendant asserted its readiness to pay this account when a corrected bill was sent to it. After such a bill had been sent, the defendant returned it to the plaintiff with the check which was for the precise amount of this bill, together with the letter, which did not refer in terms to any other matter than the bill. There is much to be said in support of the contention that the fair inference from the use of the words 'for your account in full' in the defendant's letter and 'in full to date' on the check, read in the light of the previous relations of the parties and of the fact that statement for the pulp blue alone was inclosed referred only to the pulp blue account. It was at least susceptible of this construction.

But it is strongly urged that the...