Reliable Waste Co. v. Waterhead Mills, Inc.

Braley, J. The defendant, a manufacturer of cotton corduroys, wrote on December 30,1919, to the plaintiff, engaged in the business of buying and selling cotton waste, the following letter:. “The Reliable Waste Co., 88 Fletcher Street, Lowell, Mass:-— Gentlemen: During the past year, the dealings we have had with you have in.every way been satisfactory. Therefore, we have decided that it will best serve our purpose for the coming year to let you have our waste products. Unless something unforeseen at the present time should materially alter conditions, we will continue to sell you under last year’s prices, which are as. follows: White Lint 4^ Per lb.; Colored Lint Per lb.; Sweepings ljé Per lb., Tab ends 2%^ Per lb.; Burlap 8ji Per lb.; Rags 4ji Per lb. If this arrangement is satisfactory to you, we would appreciate it if you would advise us so, by letter, at once. Very truly yours, Waterhead Mills, Inc. L. A. Secor.” To which on December 31, 1919, the plaintiff sent this reply: “Waterhead Mills, Inc. Lawrence St., Lowell Mass. — Gentlemen: We received your letter dated Dec. 30th and contents noted. The arrangements made in same, concerning the waste-are satisfactory to us and for which we thank you. Very truly yours, Reliable Waste Co.” “ A proposal made by one party . . . acceded to by the other in some kind of language mutually intelligible ... is mutual assent,” [498] and the letters constituted a contract between the parties. Metropolitan Coal Co. v. Boutell Transportation & Towing Co. 185 Mass. 391, 395. Henchey v. Rathbun, 224 Mass. 209. The defendant delivered its waste products to the plaintiff during the months of January and February, 1920, at the prices scheduled, when it refused to make further deliveries, solely on the grounds as the jury could find, that one Abrahams, a former secretary of the plaintiff having severed his connection with the company and sold his -stock, the defendant preferred thereafter to sell to him at the same prices rather than to the plaintiff. While it does not appear whether the sales were to be for cash or on credit, there is no evidence that the plaintiff had become insolvent or unable to meet maturing demands, or that it had neglected to pay for goods as delivered. The sole defence is that its refusal is within the option of cancellation, because “something unforeseen ” had occurred materially altering “conditions.” It is settled that where the contract of sale is in writing and the attendant circumstances are not in dispute, the construction of the contract is for the court and not for the jury. Freeman v. Hedrington, 204 Mass. 238. Randall v. Thornton, 43 Maine, 226. Ledon v. Havemeyer, 121 N. Y. 179. The words relied on are found only in the clause relating to prices, and should be read with the context, which is the price list. Pettingell Andrews Co. v. Schrafft, 214 Mass. 469,471. The unforeseen conditions refer to the defendant’s own affairs, and not to the continuance in office of the plaintiff’s secretary. If during the year market conditions so changed that a new schedule of prices became necessary, or the defendant would suffer loss, the right of cancellation is reserved. It is plain that the retirement of Abrahams did not alter the terms of a contract to which he was not a party, any more than if the plaintiff’s stockholders had subsequently elected a new board of directors, an event equally unforseeable, but which would confer no right of cancellation. The defendant’s refusal of further performance was therefore a breach entitling the plaintiff to damages, and a verdict for the defendant should not have been ordered. Gilman v. Dwight, 13 Gray, 356. Orbach v. Paramount Pictures Corp. 233 Mass. 281, 286. The contract for the year 1919 was an unconditional agreement [499] entirely independent of the contract in issue, and the letters showing it were rightly excluded, as well as evidence that it had been fully performed. Exceptions sustained.