Yazoo & M.V.R. Co. v. Wilson

• Decision Date: 07 December 1903
• Citation: 83 Miss. 224,35 So. 340
• Court: Mississippi Supreme Court
• Parties: YAZOO AND MISSISSIPPI VALLEY RAILROAD COMPANY v. SHADRACK B. WILSON ET AL

35 So. 340

83 Miss. 224

YAZOO AND MISSISSIPPI VALLEY RAILROAD COMPANY v. SHADRACK B. WILSON ET AL

Supreme Court of Mississippi

December 7, 1903

FROM the circuit court of Yazoo county. HON. ROBERT POWELL, Judge.

Wilson and others doing business under the name of S. B. Wilson &amp Co., appellees, were made plaintiffs in the court below by substitution, under Code 1892, § 660. The suit was begun by John Dykes and others, doing business under the name of John Dykes & Co., as nominal plaintiffs for the use of Wilson and others, appellants. After the suit was begun Dykes and others assigned the asserted cause of action to Wilson and others. The railroad company, appellant, was defendant.

From a judgment in plaintiff's favor the defendant appealed to the supreme court. The facts are sufficiently stated in the opinion of the court.

Reversed and remanded.

Mayes &amp Longstreet and J. M. Dickinson, for appellant.

The court will observe that the single question here is, whether or not under the facts of this case, parol evidence was admissible to vary the terms of the bill of lading or written contract for the shipment of the cotton, and to impose on the railroad company a new and additional liability arising out of an alleged oral agreement made prior to the issuance of the bill of lading, between the shipper of the cotton and the agent of the carrier.

It is true that in certain cases the terms of a bill of lading may be explained or qualified by parol. But this is only in cases where fraud or mistake is alleged, or where the railroad company is shown to have received and shipped away goods from the possession and control of the shipper, and then attempted to force on him a written bill of lading different in its term from an oral agreement shown to have been made between the parties prior to the delivery of the goods to the carrier. This last is but a modification of the rule obtaining in cases of fraud, for it is held in such case the railroad company has put the shipper at a disadvantage, and that the attempt to impose a different contract on him is fraudulent.

It will be observed by the court that Wilson & Company are claiming rights under a contract which, according to their allegation lies partly in parol and partly in writing. They rely both upon the bill of lading and upon the alleged verbal agreement with the railroad agent which they claim was made by Holmes with him prior to the issuance of the bill.

Under the alleged parol agreement much greater and very different responsibilities are put upon the railroad company and their obligation is increased.

It is true that, ordinarily, a bill of lading is the evidence of the contract between the parties, and there can be no question but that the acceptance of the bill of lading by the shipper, with knowledge of its contents, makes of that instrument a binding contract and defines the rights and liabilities of the parties to it.

The plaintiff in this case was fully advised of the terms and the provisions of the bill of lading issued in this case. Indeed, plaintiff himself prepared the bill of lading in his own cotton office, filled it out with his own hand and carried it, with the compress receipts or clearances for the cotton, to the railroad office, where it was signed by the agent of the carrier when the receipts and bill of lading were simultaneously presented to him.

"It has been held that if the bill of lading was made out by the shipper himself, or by his agent, he cannot be permitted to plead ignorance of its terms or deny that he assented to them." 4 Am. & Eng. Enc. Law (2d ed.), 520 and authorities cited in note 3.

The liability sought to be imposed on the railroad company here arises, according to plaintiff's contention, solely from the alleged breach of the parol contract charged to have been entered into by Hazlehurst, the local agent, that the cotton should be shipped to New Orleans and should be shipped from New Orleans to Liverpool by the steamer Cliff.

This is a new, independent and totally different obligation from that assumed by the railroad company in its bill of lading, and from the written contract that S. C. Wilson & Company, with full knowledge, assented to and accepted from the carrier. It is inconsistent with and contradictory of the terms of the writings between the parties, and the proof of such an alleged parol agreement should have been excluded. 70 Miss. 260; 71 Miss. 944; 72 Miss. 932; 19 So. 675; 23 So. 139.

Our legislature has recognized the value and efficiency of contracts by bills of lading, and they have been made conclusive in one respect against railroad companies. Is this not persuasive that they are intended to be conclusive in other respects for the railroad companies when they are lawful, reasonable, and free from fraud, mistake, or illegality or imposition?

E. L. Brown and E. R. Holmes, for appellees.

Wilson & Company, in delivering the cotton to the carrier, were acting in their own behalf only in so far as they thereby completed their sale; in making the parol contract, and in accepting the bill of lading, they were acting as the agents of Dyke & Company; that the appellants so understood, is evidenced by the fact that the telegraphic order, stipulating that shipment should be made in time for October delivery was shown its agent when the parol contract was made; and the further fact that the bill of lading was, by its said agent afterwards executed in the name of the latter firm; appellees are asserting the rights of that firm under an assignment to them. At the time the parol agreement was made Wilson & Company gave notice to appellant's agent of the limits of their authority as agent of Dyke & Company, by showing the telegram, and the appellant, knowing that appellees had no authority to make any other than the parol agreement, cannot be...