Lloyd v. American Can Co.

222 P. 876, 128 Wash. 298, 1924 Wash. LEXIS 1013
CourtWashington Supreme Court
DecidedJanuary 28, 1924
DocketNo. 18274
StatusPublished
Cited by23 cases

This text of 222 P. 876 (Lloyd v. American Can Co.) is published on Counsel Stack Legal Research, covering Washington Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Lloyd v. American Can Co., 222 P. 876, 128 Wash. 298, 1924 Wash. LEXIS 1013 (Wash. 1924).

Opinion

Bridges, J.

The plaintiff brought this suit to recover damages resulting from the alleged breach by the defendant of a contract by the terms of which it is alleged that it agreed, for a consideration, to furnish to bim a certain number of appliances known as the “Duzz-all” motor set, consisting of a small motor [300]*300adapted to the operation of a variety of small devices furnished therewith.

The Universal Appliance Corporation owned the patents and plans for the manufacture of this device. It entered into a written agreement with the defendant by the terms of which the latter was to manufacture and assemble the “Duzz-all” sets and deliver them only to selling agents who were to be appointed by the appliance corporation. The contract, among other things, provided for a “special dealers’ purchasing contract,” a form of which was attached to the main contract as exhibit D, and was executed by the defendant and approved by the appliance corporation. This exhibit D was to be furnished to all selling agents appointed by the appliance corporation. The portions thereof material to the decision of this case are:

“The Universal Appliance Corporation having furnished us [American Can Company] with certain dies and devices for the manufacture of motor appliances . . . we . . . agree to furnish to all regularly authorized agents ... of the Universal Appliance Corporation the said Duzz-all motor sets with such attachments as are hereinafter named , . . at and for the price of - dollars per set when dealer’s order is accompanied by the payment of -dollars in cash . . . and two dollars dealer’s credit memo, which has been regularly issued to said dealer (or agent) by the Universal Appliance Corporation ... It is understood that the Universal Appliance Corporation is the sole and exclusive owner of the Duzz-all motor and its several appliances and that the American Can Company has no authority whatever to enter into any agreement with any dealer for the purchase and sale of the Duzz-all motor or any of its appliances and it is only obligated to assemble and ship the Duzz-all motor sets to the regular agents, dealers or assigns of the Universal Appliance. Corporation upon such orders as are here-inabove provided. We further agree that a printed [301]*301copy of this obligation may be furnished to all persons appointed in writing by the Universal Appliance Corporation.”

This instrument also gives a detailed description of the various instruments constituting the Duzz-all sets. The contract made by the Universal Appliance Corporation appointing the respondent the sole distributing and selling agent of the Duzz-all sets within the county of Los Angeles, state of California, for the period of one year from October 1,1919, set out a copy of this exhibit D. That instrument further shows that, as a part of the consideration for the appointment, the respondent purchased from the appliance corporation 5500 “special dealer’s credit memos” at $2 each, making a total of $11,000. These are the same credit memos mentioned in exhibit D executed by the appliance corporation and the defendant. These memos were particularly provided for in the main contract between the defendant and the appliance corporation, where it was set out that the latter should issue, as per a designated form, “special dealer’s credit memos” to each of its agents and dealers upon payment of $2 each. The whole arrangement between the appliance corporation and the appellant as shown by the main contract between them contemplated that the selling agents appointed by the appliance corporation would purchase the motor sets from the appellant by paying it a designated sum in cash (being a sum somewhat in excess of the actual cost of the set to the appellant) and also one $2 credit memo for each set and that upon receipt of these payments the appellant would ship to the agent as ordered. It was not contemplated that the agent or dealer should see, or have any knowledge of, the terms of the main contract. His information was such only as he would obtain from a reading of exhibit D above [302]*302mentioned and which was made a part of his contract with the appliance corporation.

In the copy of exhibit D which was given to the respondent by the appliance corporation, the blanks therein were filled to show the price of each motor set was $18.50, being $16.50 in cash and a $2 credit memo.

After receiving his appointment the respondent expended considerable sums of money in creating a market for, and preparing to sell, the motor sets. After filling one or two orders, the appellant notified the respondent that it did not consider itself under any contractual obligations to him, and that it would not thereafter honor or fill any orders which he might make for motor sets under existing contracts. The respondent considered this a breach of his contract and this suit resulted. The case was tried to the court sitting with a jury, and after the testimony was in, the jury was instructed to bring in a verdict for the respondent for the amount of the unused credit memos, with interest thereon from the date of the breach, and also for such amounts as the jury should determine the respondent had reasonably expended in building up a market and preparing to perform his contract, together with interest on such sum from the date of the breach of the contract and also for loss of respondent’s time, with like interest. Under these instructions, the jury returned a verdict for $19,183.84, and judgment was entered thereon.

:(1) Appellant contends that there was no contractual relationship between it and the respondent. It is clear to us that the contrary is true. It must be remembered that the respondent had no knowledge whatsoever concerning the original contract between the appliance corporation and the appellant. All he had before him was the contract which is evidenced by [303]*303exhibit D, and that instrument clearly shows that the appellant agreed to sell and deliver to the respondent such motor sets as he would order, provided the order was accompanied by the necessary cash and credit memos. It says that, “we [appellant] further agree to furnish all regularly authorized agents, dealers or assigns of the Universal Appliance Corporation, the said Duzz-all motor sets,” upon payment to it by the agent or dealer of certain sums. These and other similar provisions can amount to nothing but a contract between the appellant and respondent. It is true, appellant did not sign the contract which respondent had with the appliance corporation, but it authorized its subcontract (exhibit D) with that company, whereby it agreed to sell the motor sets to the respondént, to be made a part of it, thereby binding it as thoroughly as if it had actually executed respondent’s contract. In reading this subcontract, the respondent could come to no other conclusion than that the appellant was. legally obligated to furnish him such sets as he might order and pay for in the manner provided.

(2) Appellant further contends that, if it should be held that, under ordinary circumstances, exhibit D would make a contract between it and the respondent, such cannot be the case here, because that exhibit as contained in respondent’s contract is not a true copy of the original. The only material change between exhibit D as a part of the original contract and exhibit D as a part of the respondent’s contract is that certain blanks as to prices were filled in. The original exhibit provided that the appellant should sell and deliver motor sets at $- price per set.

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Cite This Page — Counsel Stack

Bluebook (online)
222 P. 876, 128 Wash. 298, 1924 Wash. LEXIS 1013, Counsel Stack Legal Research, https://law.counselstack.com/opinion/lloyd-v-american-can-co-wash-1924.