Good Roads Machinery Co. v. Neal & Son

93 S.E. 1018, 21 Ga. App. 160, 1917 Ga. App. LEXIS 495

• Court: Court of Appeals of Georgia
• Decided: November 1, 1917
• Docket: 8490
• Status: Published

Opinion

Jenkins, J.

(After stating the foregoing facts.) Applying the law as stated- in the foregoing headnotes, .we 'think the correspondence set forth in the, petition contained all the essentials of a valid contract. Counsel for the defendants insist that the plaintiff, in accepting the check for $2480 and placing that amount to the proper account as stated in their letter, merely ratified the acts of defendants as their collecting agents in the settlement had with St. Lucie County, and did not thereby do any act which could be taken to ratify a purchase of the machinery by the defendants. We think that when the defendants in the first of the letters, dated January 24th, proposed that the claim of the plaintiff against St. Lucie County should be settled by its collection in full on the basis of allowing a credit to the county of $2,000 for the machinery, with the understanding that the machinery was to be taken over by defendants at that price, and in reply to that letter the plaintiff stated, “We are willing to have you make settlement with the St. Lucie County people on the basis of the contents of your letter to us,” this correspondence covered the entire proposition, notwithstanding the fact that the plaintiff may have amplified its acceptance by stating that interest on the St. Lucie County overdue warrants should be included in the settlement; and when, on February 22d, the defendants again wrote to the plaintiff, enclosing a check for the warrants in accordance with the terms of the agreement, except that no interest thereon had been collected or was included, which omission the defendants explained in this letter, and at the same time notified the plaintiff that they had taken over the machinery at the price agreed on in the previous letter, and promised to pay therefor, if any alteration was made in the execution of the original contract, the plaintiff, by accepting the payment made under the statement given, ratified and confirmed the altered terms of the agreement as -executed. The basis of the understanding whereby the plaintiff agreed to allow St. Lucie County a credit of $2,000 for the machinery was that the defendants should take it over at that price; and when the defendants executed the proposed settlement and took in the machinery for themselves as indicated by their letter, forwarding the amount due under the warrants, less the allowance made for the machinery, the plaintiff by accepting that amount ratified the omission of any interest provided for by the original contract, to which its attention was then called. We also think that the property was sufficiently identified when described as the machinery sold to St. Lucie County, Florida. Especially is this true when it appears from the defendants’ letter of February 22d that they had actually taken possession of the same. - It appearing to us, from the language of the contract, the conduct of .the parties as indicated by the letters, and all the attendant circumstances, that it was the intention of each of the parties to be bound by the sale, and, in' our opinion no rule of law contravening, we think effect should be given to the agreement; and we therefore differ with the learned trial judge in his holding that the petition failed to set forth a cause of action.

Judgment reversed.

Wade, G. J., and Luke,- J., concur.