Crutchfield Hardware Co. v. Reid Foundry & MacHine Co.

Walker, J. We do not see upon what ground the plaintiff is entitled to recover damages after having expressly waived them by a stipulation in the contract. It was undoubtedly lawful to do so, and the parties were at arm’s length when they made their agreement, and, therefore, are bound by its terms. They must perform as they have contracted. 7 Am. & Eng. Enc., 118; Dwight v. Ins. Co., 103 N. Y., 347. What is said in L. H. Engine Co. v. Paschall, 151 N. C., 27, is so pertinent to the facts of this case that we content ourselves simply with this quotation therefrom: “There is a sweeping limitation of liability in these words, ‘We assume no liability for damages on account of delay.’ Again, ‘It is agreed that no liability shall attach to us on account of damages or delays caused by such defective material.’ And the instrument closes with a provision by which the performance of the contract by the engine company may be avoided entirely, for ‘this contract is contingent upon strikes, accidents or other delays unavoidable or beyond our reasonable control.’ Thus we have before us a contract which exempts the seller from any liability on account of any delay in executing it, also for defective material, and then provides that he may avoid the contract entirely on account of strikes, fires, etc. The instrument would appear to be one made almost entirely for the seller’s protection, with but little regard for the buyer’s interests. Yet we are constrained to hold that it is a valid contract, and that the only -question is one of construction. We have not been cited to any precedent or other authority, and our own investigations have failed to discover a case in point; so we have to go upon the ‘reason of the thing’ and the plain letter of written instrument. It is common learning that any contract entered into vbluntarily between competent parties is valid and generally will be enforced unless it contravenes some settled principle of public policy or is based upon an immoral consideration or entered into *483 to accomplish, an unlawful or immoral purpose. The contract under consideration is tainted with nothing of that sort, and the parties are undoubtedly competent to make it. The plaintiff seller is a private corporation, and so is the defendant purchaser. Neither is affected with a public use and thereby prohibited from entering into a contract which exempts it from liability arising from the negligence of its servants. As the contract is lawful and expressed with definiteness and certainty, the Court is not at liberty to alter it by construction or make a new agreement for the parties. Chitty on Cont. (11 Am. Ed.), 92.” The clause in that contract which was-attacked is fully as sweeping in its terms as the one now being considered. The ease of Heagney v. Machine Co., 96 N. W. Rep., is to the same effect. When the defendant failed to ship the goods called for in the contract, and plaintiff rejected those which were shipped, it was substantially the same as if the defendant had not filled the order at all. Plaintiff had the right to reject the goods as not in compliance with the contract, and the parties, by their conduct, evidently agreed that the transaction should be canceled and treated as if there had been “no filling of the order.” Plaintiff was entitled to recover the amount it had advanced for the payment of freight and other charges specified, but this has been paid. Machine Co. v. Tobacco Co., 144 N. C., 421. We have not considered the question as to whether the only damages claimed by plaintiff are speculative or too remote. Defendant alleges that they are, and in support of this position cites Machine Co. v. Tobacco Co., 141 N. C., 284; Hardware Co. v. Buggy Co., 167 N. C., 423; Griffin v. Culver, 16 N. Y., 489; Ashe v. DeRosset, 50 N. C., 299. Ln any reasonable view of the case, the judgment was correct. Affirmed.