Ryder Truck Rental, Inc. v. Central Packing Company, Inc.

341 F.2d 321
CourtCourt of Appeals for the Tenth Circuit
DecidedMarch 17, 1965
Docket7713_1
StatusPublished
Cited by16 cases

This text of 341 F.2d 321 (Ryder Truck Rental, Inc. v. Central Packing Company, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Tenth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Ryder Truck Rental, Inc. v. Central Packing Company, Inc., 341 F.2d 321 (10th Cir. 1965).

Opinions

MURRAH, Chief Judge.

This is an appeal from a judgment on a directed verdict, in a suit by appellant, Ryder Truck Rental, Inc., to recover damages for the breach of a refrigerated truck lease-contract with appellee, Central Packing Company, Inc.

Ryder is engaged in the business of leasing refrigerated equipment on a mileage basis. Central is in the meat packing business and used refrigerated equipment in the transportation of its products. Under the terms of the subject lease-contract, Ryder leased thirty new diesel refrigerated truck-trailers to Central for a period of six and one-half years, with the right of continuous use. Central was granted the further right to sublease any of the vehicles or assign its interest in the lease; provided, however, that “in the event of such sublease or assignment the Lessee shall remain liable for the performance of all of its obligations hereunder.” See: Paragraph 5-D. Each vehicle carried Central’s name in porcelain enameled letters, with its designated trade symbol. Ryder warranted that the equipment would be mechanically fit and properly equipped at all times to safely transport fresh meat and perishable commodities. Ryder was to be paid for the use of the equipment under a sliding scale mileage rate, based upon the number of miles over which each piece of equipment was used. The lease did not specify any minimum mileage use requirement, but the lessee did expressly agree to “use and operate the motor vehicle equipment * * * in the normal and ordinary conduct of its business, including but not limited to renting, leasing or subleasing said vehicles to others * * See: Paragraph 4-1. Central was given the right to terminate the lease and purchase the leased equipment, in accordance with a stipulated formula. In the event of cancellation for Central’s default, Central agreed, at Ryder’s option, to purchase the leased equipment in accordance with the same formula.

After using the trucks, apparently on a mutually satisfactory basis, for approximately six months, Central assigned the lease to Central Packing Company of Kansas. Soon thereafter, Ryder was informed by the assignee that it had no intention of making further use of the leased equipment. Ryder thereupon can-celled the lease and instituted this suit alleging a breach. Its claim in three Counts sought (I) loss of profits for Central’s failure to make use of the trucks; (II) Central’s purchase of the leased equipment in accordance with the contractual provisions for its breach; and, (III) compensation for repairs made to the trucks by Ryder for Central’s benefit.

[323]*323On pretrial and trial, Central moved to dismiss Counts I and II for failure to state a claim, and objected to the admission of any extraneous evidence on the ground that “as a matter of law * * * the lease is a * * * complete and wholly integrated instrument and * * * the intention of the parties must * * * be determined from reading and interpreting the instrument by the Court;” and that so construed, the lease “did not impose any obligation of use * * * on the part of the defendant.”

Ryder also stood on the face of the contract, contending that by its terms, Central was required to use the leased equipment in the “normal and ordinary conduct” of its business. To make out its case, Ryder tendered in evidence the lease-contract, its letter of termination and proof of its damages resulting from the breach. . Judging the lease on its face, the trial Court concluded that “Central was not required to do anything, really, unless they used the equipment * * * that there is no minimum use requirement or no use requirement in the contract;” and, that Ryder’s claim on Counts I and II must, therefore, fail. The Court gave judgment for Ryder on Count III, and it is not now in dispute.

Since the dimensions of our lawsuit in its present posture are delineated by the four comers of the lease, its interpretation is a matter of law, wholly within the province of the Court. See: United States v. Nickel (10 CA), 243 F.2d 924. If, therefore, the trial Court’s interpretation is correct, the directed verdict was proper. If, on the other hand, the contract is construed to obligate Central to use the equipment in the “normal and ordinary conduct” of its business, its admitted refusal to use the equipment constituted a breach, as a matter of law. In this event, the question of remedies and the extent thereof, is a matter for trial in the first instance.

Ryder contends that a covenant of reasonable use in the “normal and ordinary conduct” of Central’s business is necessarily implied from the context of the whole lease, and is explicit in the language of paragraph 4-1.

We have said that “where a written agreement between contracting parties is seemingly complete, a court will not lightly imply an additional covenant enlarging its terms.” Stern v. Dunlap Company (10 CA), 228 F.2d 939, 942. “We can only imply an obligation with respect to which the contract is silent when a consideration of the whole of its parts admits of no other reasonable construction.” United States v. Nickel, supra, 243 F.2d p. 927. See: Phillips Petroleum Co. v. McCormick (10 CA), 211 F.2d 361; Utex Exploration Co. v. Garwood (10 CA), 246 F.2d 547; and United States v. Essley (10 CA), 284 F.2d 518. “But if it is clear from all of the pertinent parts or provisions of the contract, taken together and considered in the light of the facts and circumstances surrounding the parties at the time of its execution, that the obligation in question was within the contemplation of the parties or was necessary to carry their intention into effect, it will be implied and enforced.” Stern v. Dunlap Company, supra, 228 F.2d p. 942. And see: Carter v. Certain-Teed Products Corp., D.C., 102 F.Supp. 280, remanded 8 Cir., 200 F. 2d 754; Wood v. Lucy, Lady Duff-Gordon, 222 N.Y. 88, 118 N.E. 214; and Corbin on Contracts, Ch. 25, Vol. 3, Sec. 568.

The contract was elaborate and comprehensive with regard to the rights and duties imposed upon the respective parties. Each party owed the contract the duty of good faith performance, and impliedly covenanted not to interfere with the right of the other to the fruits of its bargain. See: Local 1912 International Association of Machinists v. United States Potash Co. (10 CA), 270 F.2d 496; and United Steelworkers of America v. New Park Mining Co. (10 CA), 273 F.2d 352; 3 Williston (Rev.Ed. 1936), § 670. It is, of course, the Court’s duty to construe the lease so as to effectuate the manifest intention of the parties —to give life and vitality to the language [324]*324the parties have used to express their agreement.

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Bluebook (online)
341 F.2d 321, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ryder-truck-rental-inc-v-central-packing-company-inc-ca10-1965.