Phoenix Spring Beverage Co. v. Harvard Brewing Co.

45 N.E.2d 473, 312 Mass. 501, 1942 Mass. LEXIS 881
CourtMassachusetts Supreme Judicial Court
DecidedDecember 2, 1942
StatusPublished
Cited by35 cases

This text of 45 N.E.2d 473 (Phoenix Spring Beverage Co. v. Harvard Brewing Co.) is published on Counsel Stack Legal Research, covering Massachusetts Supreme Judicial Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Phoenix Spring Beverage Co. v. Harvard Brewing Co., 45 N.E.2d 473, 312 Mass. 501, 1942 Mass. LEXIS 881 (Mass. 1942).

Opinion

Cox, J.

The plaintiff seeks to have the defendant Harvard Brewing Company, hereinafter referred to as the defendant, specifically perform an alleged agreement whereby the plaintiff was appointed an exclusive distributor in a certain district of merchandise manufactured by the defendant, and also to recover damages alleged to have been incurred by reason of the alleged wrongful termination of said agreement by the defendant. The relief originally sought on account of alleged misrepresentations by the defendant and discriminatory practices against the plaintiff is no longer an issue. The allegations in respect to these matters are not found to have been sustained. The suit was referred to a master, who states in his report that “his findings of fact, upon which” his “ultimate findings have been made, are based upon the subsidiary facts reported”.

The master found that the plaintiff, a corporation organized on June 24, 1937, took over a business that had been conducted by a partnership under the name of Phoenix Spring Company. In February, 1935, this partnership was appointed as “exclusive drought distributor of Harvard products for a certain district.” Provisions were made for the terms of credit upon which merchandise was to be sold to the partnership, and, thereafter, additional sales territory was assigned to it. On November 23, 1936, the defendant’s president wrote the following letter to the partnership: “Gentlemen: It has been brought to my attention that rumors are being spread in the field, regarding the Harvard Brewing Co., to the effect that, sooner or later, we will withdraw the agency from you. These statements are untrue, and I will [sic] like to go on record and state that we have positively no intention of withdrawing the Harvard agency from you. I am glad to offer you a contract, to assure you that your Harvard franchise shall be [503]*503at no time in danger, as long as you are willing to represent us loyally and effectively. We leave nothing undone to give the public a quality product, and the Harvard franchise should prove increasingly valuable to you. Mr. Baumann will get in touch with you, within the very near future, and discuss with you our future mutual relations, in detail. Your kind cooperation with us is greatly appreciated, and I look forward to many years of mutually profitable business relations with you.”

Under date of December 10, 1936, the partnership received the following communication that was signed in behalf of the defendant by its vice president: “Gentlemen: It is with great pleasure that we confirm your appointment as a selected case goods and drought goods distributor for the cities and towns listed on the attached sheet. Please sign and return this copy to us immediately. The success of our new sales policy is dependent upon exclusive case goods and drought goods sales rights. It is of the utmost importance that you respect territorial boundary lines at all times to insure your just share of profit, and to remain a Harvard distributor. Numerous distributors have been eliminated, in order to insure staple retail case goods prices. Please be advised that you cannot sell below our established retail prices. You will note an increase in our drought goods prices, and a decrease in our case goods prices, and we are enclosing herewith our price list, as of December 14, 1936. The increase in drought amounts to 50¿ per half. The ever-increasing acceptance of Harvard bottle goods has made appreciable production savings possible. We are now ready to pass these savings on to our distributors. Reduced bottle goods prices will increase your volume and ours. Increased volume will bring Increased Profits to us all. We have great faith in your continued cooperation, and will do all we can to make the coming season a boom year for Harvard products, in bottles and in barrels.” It seems that the following was attached to, or was a part of this communication: “December 14, 1936 I agree not to sell Harvard case goods below the established retail prices, as shown on the attached sheet, and I acknowledge that [504]*504the following localities constitute the territorial limits of my present sales rights to Harvard Products . . . [the territory is set out in detail]. I further agree not to sell Harvard products to a sub-distributor or to any other wholesaler.” “This agreement was executed by the plaintiff” and was sent to and received by the defendant.

Thereafter, the defendant made changes in the territory previously assigned, taking away several towns and one city. The plaintiff’s treasurer objected to these changes and asked to have the territory restored, but it was not. He made no claim, however, that the defendant did not have the right to make such changes as it saw fit. There is a statement that any reference in the report to the plaintiff will be understood as “ . . . [the treasurer] acting for and speaking for the plaintiff.”

In the fall of 1940, arrangements were made for the giving of a bond or “guarantee” for the payment of the plaintiff’s outstanding account. The question arose as to what assurance would be given to the signer of the bond as to the continuation of the territory that was then allotted to the plaintiff. “The defendant, thru its President, said that he had no intention of taking away the territory as long as he was satisfied with the financial set up and the volume of business and that the job was being well done,” and it was arranged that if a bond or “guarantee” were given, then if the territory assigned to the plaintiff was either terminated or materially changed by the defendant, the bond and “guarantee” would likewise be terminated. The plaintiff’s treasurer had knowledge of “that provision in the bond and guarantee.”

For reasons that will hereinafter appear, it is unnecessary to recite at this time the findings of the master as to what took place thereafter, except to state that on November 14, 1941, the defendant notified the plaintiff by letter that it was “withdrawing . . . [its] franchise from your Company, as of November 30, 1941.”

The plaintiff seasonably filed ten objections to the master’s report, and also a motion to recommit the report, which was denied. The report was confirmed by; interlocutory [505]*505decree, and by final decree the bill was dismissed with costs.

The plaintiff contends that the letter of November 23, 1936, is a part of the contract between the parties, and that the “contract” of December 14, 1936, “read in the light of and together with” this letter, shows a clear intention and purpose by the parties to have a contract of a “permanent” rather than of a “ terminable at will ’ ’ nature. The important question for determination is what the contract between the parties was.

It is a general rule that when several writings evidence a single contract between the parties, they will be read together in order to arrive at an interpretation of the contract. Harding v. Broadway National Bank of Chelsea, 294 Mass. 13, 19, 20, and cases cited. See Williams v. Smith, 161 Mass. 248, 252. But we are of opinion that the letter in question does not come within this rule. The occasion for writing the letter, in so far as the defendant is concerned, is stated in the first sentence of the letter. A positive statement of intention is made, as well as the statement of the willingness to offer the partnership a contract “to assure . . . [it] that . . . [its] Harvard franchise shall be at no time in danger, as long as . . .

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Cite This Page — Counsel Stack

Bluebook (online)
45 N.E.2d 473, 312 Mass. 501, 1942 Mass. LEXIS 881, Counsel Stack Legal Research, https://law.counselstack.com/opinion/phoenix-spring-beverage-co-v-harvard-brewing-co-mass-1942.