Wappoo Mills v. Commercial Guano Co.

Bleckley, Chief Justice. 1. We feel constrained to reverse the judgment for error in that part of the charge of the court to the jury which instructed thus: “You have the right to include-what it may have been compelled to pay out, or what it may have lost in the way of profit, if it be shown to-you in figures what such payment or loss is.” The pronoun “it” as first used and then repeated in this quotation refers to the Commercial Guano Company, the defendant in the court below, and the profit mentioned as-recoverable has reference not merely to any difference between the contract price and a higher one which the-commodity would have brought in market, when the breach occurred, but to the profit the company would have realized on a particular contract of resale which it had made, and which the breach sued for prevented it from fulfilling. And the phrase “what it may have-been compelled to pay out” has reference to the amount which the company was required to pay and did pay to its own vendee in the contract of resale, by reason of' its inability to perform that contract, in consequence of non-performance by the Wappoo Mills of its contract with the company. There was no evidence showing, or tending to show, that the Wappoo Mills had, at the-time of making its contract with the company, any notice of any particular contract of resale which the company had made or would make. Nothing appears which would justify the assumption that the profits or 399 losses resulting, or which might result, from any particular resale, were in the contemplation of the parties,, so as to make these the measure of damages rather than that measure which, the law prescribes in ordinary cases-where a contract for the sale and delivery of goods is-made and broken. Commercial fertilizers have long been a commodity of general commerce, and there' would seem to be no reason why damages for the breach of a contract of sale of which they are subject-matter,, should not be measured with reference to market price at the time and place appointed for delivery, instead of the price which a particular purchaser from. the first purchaser might agree to pay. The general rule is that, one who, by his contract, is entitled to have goods, not yet paid for, delivered to him at a particular time and place, is compensated for his disappointment when he-is allowed the difference between the price at which he purchased and the market price of the article in the market of delivery. This rule excludes any reference to a particular sale, except in so far as it may be evidence of the market price; and it wholly excludes any addition to the damages by reason of payments, voluntary or involuntary, made on contracts of resale, as the-result of a breach thereof occasioned by an antecedent breach of the original contract of sale. 2. Instructions so vaguely and inadequately stated as-those referred to in the second head-note, cannot be reviewed. Complaint of them in a motion for a new trial,, without setting them out more fully and distinctly, presents nothing for adjudication by the Supreme Court. Judgment reversed.