Olson v. Sharpless

55 N.W. 125, 53 Minn. 91, 1893 Minn. LEXIS 275

• Court: Supreme Court of Minnesota
• Decided: April 27, 1893
• Status: Published

Opinion

Mitchell, J.

Defendants’ assignments of error are all directed to two general propositions : First, that no contract or agreement was ever arrived at between the parties; and, second, that the trial court adopted an erroneous measure of damages.

In support of the first proposition it is urged (1) that the defendants never accepted plaintiff’s order for the goods, and hence that no contract was agreed to, even orally, and, (2) even if there was, there was no written memorandum of it sufficient to satisfy the statute of frauds. The memorandum need not be a single paper. Several papers may be taken together to make up the memorandum, providing they refer to one another, or are so connected together, by reference or by internal evidence, that parol testimony is not necessary to establish their connection with the contract. The order, Avith the letter of defendants’ agent accompanying the same, and defendants’ telegram and letter to plaintiff, together with plaintiff’s letter of acceptance, which had been lost, but of Avhose contents secondary evidence was introduced, fully justified a finding that the minds of the parties had met and agreed on the terms of the contract, and also satisfied the requirement of the statute of frauds. With the meaning of the technical trade terms “net” and “regular” explained, the writings, when taken together, contained all the essential elements of the contract, — the names of the buyer and seller, the description of the property, the price, the date of delivery or shipment, etc.

The suggestion that the telegram and letter of defendants to plaintiff were intended merely to adjust the price, and left them still free to reject the order on any other ground, seems to us more ingenious than ingenuous.

Undoubtedly, when the order was forwarded to defendants, they were at liberty to accept or reject it, as they saw fit, or to demand from plaintiff a property statement before deciding whether to accept or reject it. But that right was ended when the offer was accepted. They could not thereafter attach any new condition to the performance of their contract.

The fair import of their communications to plaintiff (and what, as we think, any business man would have understood from them) was an offer to sell the goods according to the terms of the order, subject only to a modification of the price of the 19 pieces specified; and when plaintiff replied, accepting the offer, the contract was closed. There is nothing in the point that plaintiff did not seasonably notify defendants of his acceptance of the offer. The testimony is that he mailed his acceptance on the same day he received the telegram, (November 27th,) which in due course of mail presumably reached defendants on or before December 1st.

2. The place of delivery being Philadelphia, where the sellers did business, the defendants’ counsel correctly state the measure of damages as being the difference between the contract price and the market price in that city at the time when the goods should have been delivered, (which was January 15th;) and they assign as error the admission of evidence as to the price of the same goods in the city of New York, where plaintiff bought them, between January 15th and 20th. It appears in evidence that all goods of this brand are manufactured by one mill; that they “have a fixed [by which we understand is meant uniform] price in the trade;” that a single agent of the manufacturers, whose office is in New York, has control of the entire output of the mill, and fixes the price of the goods for the trade; that plaintiff applied to this agent, and obtained his prices and terms, and then went to H. B. Claflin & Co., and, finding their terms a little more favorable as to time of payment, purchased of them at prices as favorable as he could obtain anywhere. It also appears that the prices which he paid were less than 5 per cent, in excess of those at which defendants had contracted for with him. It also appears that defendants wrote to plaintiff in November that the price in Philadelphia had been already advanced one cent a yard, and again, in December, that they had written to all jobbers that on January 1st the goods would be advanced 5 per cent. It seems to us that the effect and fair import of this evidence was to show that plaintiff had duplicated the order in New York on at least as favorable terms as could have been obtained in Philadelphia; and, if so, certainly defendants have no ground of complaint.

Judgment affirmed.

Yandbrburgh, J., absent, took no part,

(Opinion published 55 N. W. Rep. 125.)