Standard Interlock Elevator Co. v. Wilson

Opinion by Me. Justice Potter, This is an appeal from a judgment entered for want of a sufficient affidavit of defense. In the statement filed by the plaintiff it is averred that the parties entered into a written agreement which was contained in a letter from, plaintiff to defendant, and in the reply of the defendant. It was proposed by the plaintiff to equip, with safety devices, for the defend [284] ant, five elevators, located in the Pennsylvania building, at a total cost of $3,075, payable thirty days from the completion of the work. In the reply defendant accepted the proposal, adding : “ Device to be installed at such date as we may name.” The statement further averred that plaintiff has repeatedly offered to perform the contract, but that the defendant has neglected and refused to comply therewith, and has repudiated all liability thereunder. Plaintiff averred that the actual cost of furnishing the devices contemplated by the contract would be $1,465, and claimed to recover $1,610, or the difference between the cost and the contract price. The affidavit filed by defendant sets up three grounds of defense : First, that in the contract defendant reserved to himself the right to fix the time when the safety devices might be installed, and that as no time had yet been fixed by him there had been no breach of contract on his part, and the suit was, therefore, premature. We do not regard this as the statement of a good defense. The principle is well settled that where no time is fixed for the performance of a contract the law will fix a reasonable time. The proposal Avas accepted by the defendant, and the qualification Avhich was added, by Avhich the right to indicate the time for installation was reserved, is not inconsistent with the acceptance. It must be construed in harmony Avith the offer and acceptance. This Avould require and imply that the naming of the date for installation should be Avithin a reasonable time. The second ground of defense set up is that plaintiff had fraudulently represented to the defendant, as an inducement to enter into the contract, that q combination or trust was about to be formed, for the purpose of controlling the sale of the various elevator safety deAdces in the market, and that such trust would increase the price of installing said safety devices from and after January 1, 1905, and that defendant was thereby induced to enter into the contract. This allegation Avas, we think, sufficient under our decisions to take the case to the jury. Thus, in Williams v. Kerr, 152 Pa. 560, it Avas held that a decree for reconveyance of land will be made Avhere it appears that the owners of the land were induced to sell it by a false representation of the vendee that a foundry and machine shop AArould be immediately erected upon the property, [285] which would greatly enhance the value of their remaining land, and that but for the falsehood and deception practiced upon them they would not have accepted the price that was paid them. So also in Sutton v. Morgan, 158 Pa. 204, it was held that a sale of land will be rescinded where it appears that the vendee was induced to purchase the land at twice its value by false representations of the vendor’s agents as to the demand for building lots, and that railroad shops were about to be erected in the neighborhood. It is true that false statements to be deemed fraudulent in law must relate to something represented as an existing fact, but a statement “ apparently only of intention, purpose or opinion, may amount to a statement of fact, as where a person fraudulently misrepresents his intention in doing a particular act to the damage of another: ” Benjamin on Sales, sec. 449 et seq. In this connection is cited the case of Edgington v. Fitzmaurice, L. R. 29, Ch. Div. 459, where the directors of a company issued a prospectus inviting subscriptions for debentures, stating that the objects of the issue of the debentures were to complete alterations in the buildings of the company, to purchase horses and vans, and to develop the trade of the company, whereas the real object of the loan was to enable the company to pay off pressing liabilities. It was held that the misstatement of the object for which the debentures were issued was a material misrepresentation, and rendered the directors liable to an action for deceit. The third matter of defense relied upon by the defendant is not clearly stated. But it may be fairly inferred from what is said that the defendant means to aver that the royalty of $810 was not included in the sum of $1,465 which was given by the plaintiff as the cost of furnishing the device. Whether or not any royalty was payable is a question of fact. If it was, then, as a matter of course, it should be included as a part of the cost of furnishing the device. The judgment is reversed with a procedendo.