Savannah Sugar Refinery, Division of Savannah Foods & Industries, Inc. v. RC Canada Dry Bottling Co.

593 S.W.2d 880, 1979 Ky. App. LEXIS 509
CourtCourt of Appeals of Kentucky
DecidedSeptember 14, 1979
StatusPublished
Cited by6 cases

This text of 593 S.W.2d 880 (Savannah Sugar Refinery, Division of Savannah Foods & Industries, Inc. v. RC Canada Dry Bottling Co.) is published on Counsel Stack Legal Research, covering Court of Appeals of Kentucky primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Savannah Sugar Refinery, Division of Savannah Foods & Industries, Inc. v. RC Canada Dry Bottling Co., 593 S.W.2d 880, 1979 Ky. App. LEXIS 509 (Ky. Ct. App. 1979).

Opinion

HOWERTON, Judge.

Savannah Sugar Refinery appeals from a judgment of the Jefferson Circuit Court awarding RC Canada Dry Bottling Company $16,119.74, and dismissing Savannah’s counterclaim for $475,892.62. The allegations of error relate to. the interpretation of a contract between the parties.

The price of sugar had been fairly stable prior to 1974. The parties had contracted to sell and buy sugar on four occasions. Each of the four contracts contained a provision that “any portion of this contract that is unshipped after (the contract date) will be cancelled.”

The sugar market became extremely volatile in 1974, and in order to provide some stability, the parties entered into two longer-term contracts with fixed prices. The new agreements omitted the cancellation clause.

The first of the new contracts was entered into on September 4,1974. It was for a specific quantity of sugar at a fixed price for the period from October 1974 through March 1975. Prices continued to rise, and RC purchased the agreed amounts at the agreed price. A small portion of the September contract was not ordered and delivered until after March 31, 1975, but the contract was finally completed at the agreed price which at the time remained below the current market price.

The second identical contract was entered into on October 25, 1974, covering sugar prices and purchases from January through June 1975. The essential terms of that agreement are as follows:

1. Refined sugar quantity is 22,920 cwt. refined sugar solids for delivery January 1,1975, through June 30,1975. This sugar is to be shipped in equal amounts of 3,820 cwt. during each of the six months at $46.66 per cwt. delivered and is subject to a 2% discount .
2. In the event all sugars purchased under this agreement are not delivered at the end of such period outlined in paragraph 1, the remaining portion purchased for delivery during such period will be invoiced at the applicable F.O.B. Savannah price and the invoice will be due and payable under our regular terms of 2% 10 days, net 11 days. Shipments made after such period will be applied against said invoice until delivery of the remaining portion is completed with the applicable freight being billed as shipments are made. Any increase in freight will be for the account of Royal Crown.
[882]*8823. In the event all sugar purchased under this agreement are (sic) delivered pri- or to the end of the period, • additional shipments will be invoiced at quoted list price on date of shipment, subject to our regular terms.

By the end of March 1975, the current market price was below $46.66, but it was above the September contract price of $36.18. RC officials decided not to take delivery of any more sugar under the October contract. They planned to wait until after June 30, 1975, with the intention of purchasing their sugar needs at a cheaper price. RC did purchase approximately 16,-000 cwt. of sugar at a cheaper price from other suppliers during the period in order to meet its needs. Savannah was made aware of this plan on or about March 28 or April 2 of 1975.

Savannah requested RC to take delivery of the remaining quantity at $46.66 per cwt., but RC refused. RC did request delivery of the unpurchased portion of 19,090 cwt. at the June 30 Savannah price of $22.00. Savannah refused to comply with this request. RC then purchased sugar elsewhere at a slightly higher price, and the trial court concluded that RC thereby sustained damages in the amount of $16,119.74.

Savannah argues that the contract has a clear meaning, that it is not ambiguous, and that any conflict among terms in the contract should be reconciled so as to give the contract its general effect. The trial court’s interpretation of the contract was based on oral testimony, which Savannah argues was erroneously admitted.

The October written contract appears to be clear in that RC was to purchase 22,920 cwt. at $46.66. If part of the sugar was not to be delivered until after. June 30, any extra freight cost would be paid by RC. Also, shipments of sugar made after the period would be charged to the agreement until the remaining amount had been delivered and the contract was completed. Furthermore, if 22,920 cwt. was ordered and delivered prior to June 30, and if additional sugar was purchased, the price would be the current market price, whether more or less than the agreed $46.66 per cwt.

There appear to be two potentially ambiguous problems with paragraph 2 of the contract. The word “applicable” in the phrase “applicable F.O.B. Savannah price” undoubtedly caused some problem for the trial court and made it easier to misinterpret the contract as it did. It could be argued that “applicable” applies to the price on June 30, but when we read the entire contract, we cannot give the terminology such a meaning without extraneous evidence. There may also be some ambiguity concerning what amount is to be paid above the contract price of $46.66 after June 30. The regular price was to be $46.66 delivered. The first part of paragraph 2 provides that the late price will be $46.66 plus freight, while in the last sentence of this paragraph, the only extra charge is for increases in freight costs. This ambiguity has not been considered or resolved, but it will probably present some problem on remand of the case in order to determine Savannah’s damages for RC’s breach.

Savannah’s first argument is that the trial court erred in holding the contract to be ambiguous. Actually, we fail to find where anyone has found or argued that the contract is ambiguous, except for our own considerations in the previous paragraph. What the trial court did, however, was to accept some alleged oral representations interpreting the contract which were made by a broker selling Savannah’s sugar. On the basis of the statements, the trial court concluded that the phrase “applicable F.O.B. Savannah price” meant the market price on June 30.

Such an interpretation provides a completely onesided and unrealistic concept of “price protection.” The interpretation is an extreme departure from the language of the written agreement. We do wonder what argument RC would have made if it had not taken the agreed amount of sugar before June 30 and the Savannah price was then higher than the contract price. Siich was the situation with the September contract, but Savannah sold and RC bought the remaining undelivered sugar at the agreed price.

[883]*883Savannah argues that it was error for the trial court to admit the testimony concerning the alleged oral interpretation of the contract. We are not so concerned with the fact that the trial judge heard and considered the testimony as we are with the result he reached with it. The trial judge relied on Jett v. Commonwealth, Ky., 436 S.W.2d 788 (1969), and Hall v. Hamlin, Ky., 484 S.W.2d 853 (1972), as authority to admit the oral representations. We do not find either case particularly appropriate, but pa-rol evidence is admissible to explain or supplement the meaning of a written contract, if it relates to a course of dealing or a usage of trade, or if it concerns a course of performance. KRS 355.2-202, 1—205 and 2-208.

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593 S.W.2d 880, 1979 Ky. App. LEXIS 509, Counsel Stack Legal Research, https://law.counselstack.com/opinion/savannah-sugar-refinery-division-of-savannah-foods-industries-inc-v-kyctapp-1979.