James Maccalum Printing Co. v. Graphite Compendius Co.

130 S.W. 836, 150 Mo. App. 383, 1910 Mo. App. LEXIS 703
Missouri Court of Appeals·Decided July 12, 1910·Published·Cited by 18 cases

Opinion

GOODE, J.

(after stating the facts).. — The question is whether a valid contract was made between the parties by which plaintiff was entitled to be awarded the Avork of printing and binding defendant’s issue of its catalogue for the year 1908; that is to say, the third issue of catalogues. The objections to the contract are: First, it is unilateral, therefore not binding on defendant; second, it is so vague and uncertain as to be non-enforceable; third, the averments of the petition show the obligation imposed by the contract has been complied with by defendant. In our judgment, the alleged contract was in the highest degree bilateral and fully supported by a consideration moving from both parties. Plaintiff was to be paid a certain compensation per page for new matter in the catalogue of 1905, in consideration of the work of printing and binding; but that was only a portion of the consideration for which it agreed to print and bind the first issue. That Avork entailed on plaintiff preparatory expense to the amount of one thousand dollars for type and other material and the services of competent persons to print the volume in different languages. Part of the consideration for plaintiff’s agreement to print the first issue was the agreement by defendant to award plaintiff the work of printing [390] “succeeding issues,” provided plaintiff’s price for such issues was no higher “than that of other responsible firms.” It will be perceived the consideration that moved from defendant to plaintiff for entering into the agreement consisted both of defendant’s agreement to pay |9.60 for each page of new matter, and of its agreement to employ plaintiff to print and bind succeeding issues in a given contingency, to-wit: that the price was not higher than the prices of other responsible concerns. How this contract can be considered unilateral and lacking in mutuality of consideration for the undertakings of the respective parties, we do not discern, though perhaps the more onerous obligation is on the defendant. It is said plaintiff did not bind itself to bid on, nor to print and bind the subsequent issues of the catalogue, which is true; for plaintiff might or might not bid for the work at its pleasure. Nevertheless defendant agreed, as part of the inducement to plaintiff to agree to print and bind the first issue, to allow plaintiff to bid for the work on succeeding issues, and if it made as low a price as other responsible firms, to give it the preference in awarding the job'. We do not understand that a contract supported when it is made by a full consideration moving to both parties, is unilateral, because one of the parties is accorded the privilege to do or not to do certain things in the future, if he agrees to render a consideration for the privilege. [Raymond v. White, 119 Mich. 438; 9 Cyc. 334; Giles v. Bradley, 2 Johns. Cas. 253.] If that were so, most or all contracts allowing an option to buy property within a stated period would be treated as invalid, whereas they are commonly treated as valid. The contention of respondent is equivalent to asking that the stipulation regarding future issues be treated as detachable from and independent of the agreement about the first issue; but this cannot be done, for, as we have said, an integral part of the consideration for plaintiff’s promise to print the first one was defend[391] ant’s promise to allow a preference to any bids plaintiff might put in for later issues. We hold the contract averred in the petition was perfectly mutual in its obligations and as far as that point goes, binding on both parties. It is not like cases which are cited Avherein agreements to furnish what goods a party might order during a certain interval and similar promises, were held unilateral. [Cold Blast Transportation Co. v. Bolt & Nut Co., 114 Fed. 77; Santaella v. Lange, 155 Fed. 719; Higbie v. Rust, 211 Ill. 233.] The difference consists in the fact that in the present case a consideration for defendant’s promise to give plaintiff’s bids for succeeding issues the preference, is found in plaintiff’s promise to print the first issue at a price alleged to have been less than plaintiff would have accepted for that job without the promise of a preference for bids it might make for the printing of future issues.

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James Maccalum Printing Co. v. Graphite Compendius Co., 130 S.W. 836, 150 Mo. App. 383, 1910 Mo. App. LEXIS 703 (Mo. Ct. App. 1910).

130 S.W. 836 (James Maccalum Printing Co. v. Graphite Compendius Co.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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