Car Advertising Co. v. Rohr McHenry Distilling Co.

Superior Court of Pennsylvania

Car Advertising Co. v. Rohr McHenry Distilling Co.

49 Pa. Super. 442, 1912 Pa. Super. LEXIS 349

CourtSuperior Court of Pennsylvania

DecidedApril 15, 1912

DocketAppeal, No. 40

StatusPublished

Cited by1 cases

This text of 49 Pa. Super. 442 (Car Advertising Co. v. Rohr McHenry Distilling Co.) is published on Counsel Stack Legal Research, covering Superior Court of Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

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Car Advertising Co. v. Rohr McHenry Distilling Co., 49 Pa. Super. 442, 1912 Pa. Super. LEXIS 349 (Pa. Ct. App. 1912).

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Opinion

Opinion by

Henderson, J.,

On the face of the paper which is the foundation of the plaintiff’s action that document did not become a contract until approved by the president, treasurer or secretary of the plaintiff company. When the approval of the president was indorsed on the contract does not appear in the pleadings. Assuming, however, that it was made before the plaintiff had notice of the refusal of the defendant to assume the obligation recited it clearly did not become a contract until the approval of one of the officers named was given. It needs no argument [446]*446to show that at the time the paper was signed by-Mr. McHenry as president of the defendant and delivered to Mr. Schindler, secretary of the plaintiff, it was not an obligation binding on either party. It was not then approved by the proper officer of the plaintiff and was only a tender by the defendant of the contract. If, then, it was agreed between Mr. McHenry and Mr. Schindler that the paper was not to become binding on the defendant until approved by its treasurer, this was a condition on which the execution of the contract depended and until this consent was given the paper could have no binding effect. The defendant was under no complusion to enter into the arrangement and the secretary of the plaintiff could accept the offer on the condition stated in the affidavit. If the paper was signed by the defendant’s president on the agreement that it was not to become operative until approved by the treasurer of the company then no contract ever was executed. In such a case the question is not one of contradicting or varying the terms of a written agreement, but of the existence of the agreement itself. The provision of the alleged contract that “No verbal conditions made by agents will be recognized. Every condition must be specified on the face of this contract,” relates to the substance of the contract, not to the fact of its execution. It puts one who becomes a party to the contract on notice that any oral stipulations made with the plaintiff’s agent will not be binding on the latter. But this is a very different thing from an agreement made by one of the plaintiff’s officers who had authority to contract that a paper not at the time binding on the defendant should not become a contract unless approved by its treasurer. This defense goes to the very existence of the contract and is good, if true. We regard the affidavit of defense as sufficient.

The judgment is, therefore, affirmed.

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Opinion by

Henderson, J.,

On the face of the paper which is the foundation of the plaintiff’s action that document did not become a contract until approved by the president, treasurer or secretary of the plaintiff company. When the approval of the president was indorsed on the contract does not appear in the pleadings. Assuming, however, that it was made before the plaintiff had notice of the refusal of the defendant to assume the obligation recited it clearly did not become a contract until the approval of one of the officers named was given. It needs no argument [446]*446to show that at the time the paper was signed by-Mr. McHenry as president of the defendant and delivered to Mr. Schindler, secretary of the plaintiff, it was not an obligation binding on either party. It was not then approved by the proper officer of the plaintiff and was only a tender by the defendant of the contract. If, then, it was agreed between Mr. McHenry and Mr. Schindler that the paper was not to become binding on the defendant until approved by its treasurer, this was a condition on which the execution of the contract depended and until this consent was given the paper could have no binding effect. The defendant was under no complusion to enter into the arrangement and the secretary of the plaintiff could accept the offer on the condition stated in the affidavit. If the paper was signed by the defendant’s president on the agreement that it was not to become operative until approved by the treasurer of the company then no contract ever was executed. In such a case the question is not one of contradicting or varying the terms of a written agreement, but of the existence of the agreement itself. The provision of the alleged contract that “No verbal conditions made by agents will be recognized. Every condition must be specified on the face of this contract,” relates to the substance of the contract, not to the fact of its execution. It puts one who becomes a party to the contract on notice that any oral stipulations made with the plaintiff’s agent will not be binding on the latter. But this is a very different thing from an agreement made by one of the plaintiff’s officers who had authority to contract that a paper not at the time binding on the defendant should not become a contract unless approved by its treasurer. This defense goes to the very existence of the contract and is good, if true. We regard the affidavit of defense as sufficient.

The judgment is, therefore, affirmed.

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49 Pa. Super. 442, 1912 Pa. Super. LEXIS 349, Counsel Stack Legal Research, https://law.counselstack.com/opinion/car-advertising-co-v-rohr-mchenry-distilling-co-pasuperct-1912.

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