Home/Fifth Circuit/Chicago Bldg. & Manuf'g Co. v. Graham

Chicago Bldg. & Manuf'g Co. v. Graham

78 F. 83, 23 C.C.A. 657, 1896 U.S. App. LEXIS 2297
CourtCourt of Appeals for the Fifth Circuit
DecidedDecember 15, 1896
DocketNo. 517
StatusPublished
Cited by3 cases

This text of 78 F. 83 (Chicago Bldg. & Manuf'g Co. v. Graham) is published on Counsel Stack Legal Research, covering Court of Appeals for the Fifth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Chicago Bldg. & Manuf'g Co. v. Graham, 78 F. 83, 23 C.C.A. 657, 1896 U.S. App. LEXIS 2297 (5th Cir. 1896).

Opinion

McCORMICK, Circuit Judge.

The Chicago Building & Manufacturing Company, an Illinois corporation, brought its action against W. C. Graham, E. H. Baker, J. L. Grace, J. J. Scott, and I. N. Dodds, citizens of Union county, Miss., on the following contract and agreement, namely:

“The Chicago Building & Manufacturing Company, of Chicago, Illinois, party of the first part, hereby agrees with the undersigned subscribers hereto, party of the second part, to build, erect, complete, and equip, for said party of the second part, a combined butter and cheese factory, at or near Myrtle, Miss., as follows, to wit:
“The factory building shall be twenty-eight feet wide and forty-eight feet long, by twelve feet high, with an addition attached, twelve feet by twenty-four feet, for office and boiler and engine room, and an ice room, 12x10. Said building shall rest upon foundations described in specifications hereon. Said factory building is to be one story -high, and divided into rooms as stated above, viz. a manufacturing room, also a water-cooler refrigerator, complete with galvanized pan,: with sprinkler and force-pump connection, cheese-curing room, office, boiler, and engine room. Said factory shall he equipped with the following outfit, to wit: One eight, horse power Howz engine, with twelve horse power Howz boiler, with inspirator and smoke stack; heating coil for office and cheesc-curing room;[84]*84also, cold air register connection from refrigerator to clieese room, to more perfectly control the temperature; one centrifugal separator, 2,000 to 3,000 pounds capacity in one hour; one improved twin 400-gallon Fairlamb cream vat, lined with galvanized iron, and relined with Welsh charcoal tin; one 600-gallon milk-heating vat; one combination heating, tempering, and cooking cheese vat, of 500 gallons capacity; one revolving box churn, of 300 gallons capacity; one covered crank suction and force pump; one 300-pounds tempering tank for separator; one Fairlamb improved gearing power butter worker, center drip; one power combination revolving curd work salting and grinding machine; one improved single-gang cheese press; fourteen galvanized iron cheese hoops; one 600-pound milk-receiving can; one 400-pound milk scales; one 600-pound five-beam platform scales; one steam washing and cleaning tank; one large water tank for supplying boiler, milk vats, churns, etc., racks and shelves in curing room for curing cheese; water and steam pipes connecting with boiler; also, one lactometer; one siphon and strainer; one gang perpendicular curd knives; one gang horizontal curd knives; six milk-testing graduates; one druggist’s graduate; one milk conductor; one side pail; one dairy thermometer; one strainer dipper; one butter trier; one cheese trier; one salt sieve; one belt punch; 25 feet rubber hose to carry water to vats, churn, and tanks; office desk and chair; one 60-patron milk book; also, belting, shafting, shaft collars, adjustable shaft hangers, pulleys, piping, pipe hangers, valves, gates, cocks, couplings, ells, tees, crosses, unions, nipples, plugs, and reducers necessary for the operation of said factory; also, one mop head; one combined wrench; two brushes; one broom; two butter ladles; one dipper; one coal scoop; one Babcock milk tester. Said building shall be constructed and equipped in substantial accordance with the specifications indorsed hereon, in a workmanlike manner. ,Tlie engine and boiler, and all other machinery and fixtures, shall be set up, and shall be in running order, before the party of the second part shall be required to pay for said factory. The second party agrees to select, describe, and furnish, at its own expense, within ten days from the date of this contract, suitable and reasonable level land, with good title, and water ready to connect pump to for the use of the said factory, and agrees, within the same time, to appoint an executive committee, with full authority to represent second party’s interests while first party is discharging said contract; and it is further understood that, in case the said second party shall fail to furnish said land and water within ten days after the execution of this contract, the Chicago Building & Manufacturing Company, at its option, may select and furnish land and water in behalf and at the expense of the subscribers. The Chicago Building & Manufacturing Company further agrees to provide and keep hired, at the expense of the stockholders, an experienced butter and cheese maker, for one year, if desired. The Chicago Building & Manufacturing Company agrees to erect said butter and cheese factory, as set forth by the above specifications, for fifty-two hundred & fifty dollars, payable in cash when factory is completed. .We, the subscribers hereto, agree to pay the above amount for said butter and cheese factory, when completed. Said building to be completed -within ninety days, or thereabout, after the above amount ($5,250.00) is subscribed. Any portion of the amount subscribed, not paid according to contract, shall bear legal rate of interest. As soon as the above amount ($5,250.00) is subscribed, or in a reasonable time thereafter, the said subscribers agree to incorporate under the laws of the state, as therein provided, fixing the aggregate amount of stock at not less than the amount subscribed, to be divided into shares of $100 each.. Said share or shares, as above stated, to be issued to the subscribers hereto in proportion to their paid-up interest herein; and it is herein agreed that each stockholder shall be liable to the corporation only for the amount subscribed by him, and no more. Subscriptions may be obtained to this agreement to any amount in excess of $5,250.00, the price of factory proper, as above, and all subscriptions shall belong to first party until the full contract price has been fully collected therefor. The remainder of the subscription after the first party has been fully paid is the property of the second party, and may then be, by second party, also collected, and used as working capital. It is hereby understood that the Chicago Building & Manufacturing Company will not be responsible for any pledges, promises, or interpretations made by its agents or representatives that do not appear in this contract, and made a part thereof, either in print or writing. For the faithful [85]*85and full performance of our respective parts of tbe above contracts, we bind ourselves, our heirs, executors, administrators, and assigns.
“Executed and dated this 24th day of Dec., 1894.
“The Chicago Bldg. & Mfg. Co., the First Party, “Per Dixon C. Williams, Y. P., Special Agent.

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Bluebook (online)
78 F. 83, 23 C.C.A. 657, 1896 U.S. App. LEXIS 2297, Counsel Stack Legal Research, https://law.counselstack.com/opinion/chicago-bldg-manufg-co-v-graham-ca5-1896.