F. A. Ames & Co. v. Pierson

34 A. 317, 174 Pa. 597, 1896 Pa. LEXIS 930

• Court: Supreme Court of Pennsylvania
• Decided: April 6, 1896
• Docket: Appeal, No. 19
• Status: Published

Opinion

Opinion by

Mr. Justice McCollum,

The plaintiffs were manufacturers of wagons at Owensboro, Kentucky, and the defendant was a manufacturer of wheels and spokes at Toughkenamon, Chester county, Pennsylvania. On the 12th of December, 1890, the plaintiffs wrote the defendant that they had not placed their contract for wheels for the ensuing year, and requested his “ very best prices on all grades.” On the 15th of December, 1890, the defendant replied to their letter, inclosing his price list, and stating the discounts he was willing to make from it on “ lots of not less than ten sets.” The defendant’s letter was followed by an inquiry from the plaintiffs respecting freight rates, which was promptly answered by the defendant, and on the 24th of December, 1890, they requested him to enter their order for three thousand sets of wheels for the next year. To this request the defendant, on the 30th of December, 1890, replied that the order was too big for him then, that he “ could not at most undertake over 100 sets per month without shutting out his old customers,” and he concluded his letter by saying: “ If it will be of any advantage to you to get the wheels in lots about as above mentioned, 100 sets per month, I will do my best to serve you.” On the 2d of January, 1891, the plaintiffs wrote the defendant as follows: “ Replying to yours of the 30th ult. will say you may enter' our order for the one hundred sets per month as your letter indicates.” This letter was acknowledged by the defendant in a letter to the plaintiffs under date of January 6, 1891, in which he said: “ I will enter your order for 100 sets wheels per month for the coming year, and if I can add to my facilities so as to enable me to do better than that, will do so.”

The plaintiffs’ claim that the correspondence to which we have referred, and the material parts of which we have quoted, created a contract between them and the defendant which bound him to furnish and them to receive and pay for one hundred sets of wheels per month, or twelve hundred sets of wheels during the year 1891, and that although they repeatedly urged him to furnish the wheels in accordance with the contract they were able to get from him. during that year only twenty-eight sets. The defendant however contends that the correspondence in question did not establish a contract between the parties to it, and his contention in this respect was sustained by the learned court below.

A construction of the correspondence which denied the existence of any contractual relation between the parties appears to us to have been unwarranted and to have given to the words “ I will do my best to serve you ” an effect which was not intended or contemplated by either of them. It was a construction which failed, we think, to accord to other parts of the correspondence the consideration and influence they ought to have had in determining whether there was a contract. It is very clear that the plaintiffs desired the defendant to furnish them three thousand sets of wheels for the year 1891, and equally so that the defendant desired to secure their custom. But his facilities were not sufficient to enable him to furnish the number of wheels they required, and at the same time to fill the orders of his old customers. To meet and overcome the difficulty thus presented — to retain his old customers and secure new ones, he practically assured the plaintiffs of his ability to furnish them one hundred sets of wheels per month, and of his willingness to undertake to do so. That they understood his letter of December 80, as containing an unconditional offer to furnish them one hundred sets of wheels per month was shown by their letter of January 2, and that he intended it as such sufficiently appeared in his letter of the 6th of January. In the light of the correspondence as a whole and of the mutual purpose and understanding of the parties to it, the words “ I will do my best to serve you ” cannot be considered as constituting nor the words “ as your letter indicates ” as recognizing a condition in the offer which rendered it and the acceptance of it meaningless and nugatory. These expressions in the letters of December 30 and January 2 are plainly reconcilable with the plaintiffs’ contention that the correspondence created a contract between the parties, and they do not warrant the claim the defendant now makes in regard to the effect of them. We think, therefore, that the learned court below erred in holding that there was no legally enforceable duty or obligation upon either party in reference to the manufacture, delivery, or acceptance of the wheels to which their correspondence related.

The learned counsel for the plaintiffs properly confined their argument on this appeal to the question raised by the first and second specifications of error. The remaining specifications require no consideration at this time. They are based on the disaffirmance of the plaintiffs’ points in relation to damages. The denial of the points was the necessary sequence of the conclusion that the plaintiffs had shown no contract which imposed a liability upon the defendant. The questions raised by the points were not considered by the court, and the disaffirmance of the latter was perfunctory.

In holding as we do that the correspondence established a contract between the parties we do not determine or consider to what extent the rights and liabilities of either party, under it, were affected by the default or misconduct of the other.

The 1st and 2d specifications are sustained.

Judgment reversed and venire facias de novo awarded.