Riter v. Sun Foundry & Machine Co.

37 P. 257, 10 Utah 140, 1894 Utah LEXIS 20

• Court: Utah Supreme Court
• Decided: June 7, 1894
• Docket: No. 508
• Status: Published

Opinion

Merritt, C. J.:

In this case the suit was brought by the plaintiffs against the defendants, the Sun Foundry & Machine Company and A. A. Noon, to recover the price of certain property sold by plaintiffs to the defendant company. On the trial of the case in the court below, judgment was entered in favor of plaintiffs against the defendant foundry, and in favor of the defendant Noon. The purchase of the property was made by means of a letter, addressed to the plaintiff Riter, as follows (Exhibit A): “ Sun Foundry Machine Shops, Provo City, Utah,. July 16th, 1891. Dear Sir: We will accept your offer for the whole plant now on the ground, old Copperopolis mill, for the sum you name, $650. I will guaranty you the money between thirty and forty days. Please answer by return mail, and we will send men to take it down, etc., at once. Respectfully, A. A. Noon, Treasurer.” To this letter the plaintiff Riter, on July 17, 1891, replied as follows (Exhibit B): “ L. E. Riter & Co., Silver City, Utah, July 17, 1891. A. A. Noon, Esq., Treasurer Sun Foundry and Machine Co., Provo— Dear Sir: Your acceptance of my price for the old Cop-peropolis Mill, i. e. $650, is binding. Your modification of terms of payment, wherein you guaranty payment within or between 30 and 40 days, is satisfactory. Resp’y yours, L. E. Riter.”

It is an admitted fact, and so found by the court below, that at the time these letters were written the defendant Noon was the treasurer of the defendant 'corporation; that by means of said letters defendant corporation contracted the debt sued upon by plaintiffs. The answer and acceptance of its terms, as shown by Exhibit B, was addressed to “A. A. Noon, Esq., Treasurer Sun Foundry & Machine Co., Provo.” The language of these letters shows that the Sun Foundry & Machine Company is charged with all liability, and that the defendant Noon cannot be personally held. Falk v. Moebs, 127 U. S. 597, 8 Sup. Ct. 1319. It does not appear that there is' any personal contract of guaranty entered into by defendant Noon. So far as these letters show, the defendant corporation bought the property from plaintiffs for $650, to be paid between 30 and 40 days. We can onlj- determine the time given for payment by the defendant corporation by the language used by Noon. We think that -Noon, in using this language, only meant to assure-the plaintiffs that the defendant corporation would pay the plaintiffs within the time designated, and did not intend to assume any personal responsibility. None of the authorities cited in appellants’ brief bold that an expression of this kind has ever been held to be a guaranty. Judgment affirmed.

MINER and Bartoh, JJ., concur.