L. Littlejohn & Co. v. Handy

Rugg, C.J. This is an action of contract to recover, upon a written guaranty made by the defendant, damages arising from breach of two contracts for the purchase of rubber from the plaintiff by the United States Leatheroid Company. The contracts were made through one Odell, a rubber broker. Early in 1919 one McTernan came to Odell’s office several times and had conversations with him about rubber. As a result Odell wrote, under a letterhead “ James E. Odell, Broker in India Rubber,” to the defendant on March 26, 1919, in these words: “ Mr. Andrew McTernan, whom I have known for a number of years, has applied to me for a small shipment of rubber to the U. S. Leatheroid Co. I am told you are Treasurer of this Company, and would appreciate a line, from you as to their ability to meet their bills promptly.” Reply was sent to Odell under date of March 27, 1919, of this tenor: “ Answering yours of the 26th, relative to Mr. McTernan’s purchasing rubber from you for the U. S. Leatheroid Co., I wish to advise that if you will furnish this Company with anything that they want and send the bill in my care that you will be taken care of. [374] Trusting this is the information you desire.” The defendant was treasurer of the Leatheroid Company. He resided and conducted an independent personal business in his own name in Springfield. The plant and office of the Leatheroid Company were in Reading. The business of the Leatheroid Company was under the active control of McTernan, general manager until the fall of 1919, and thereafter “ superintendent of the rubber end,” and of one Everett, general manager in and after the fall of 1919. The two contracts for the purchase of rubber were made by one or the other or both of these men. The defendant went to the plant of the Leatheroid Company only occasionally. Odell kept the defendant’s letter of March 27, 1919, until after the contracts were made for breach of which this action is brought. On March 27, 1919, Odell sold the Leatheroid Company rubber, one case for account of the Meade Rubber Company and one case on his own account. On April 23, 1919, he sold to it rubber for account of another rubber company. The first transaction of the plaintiff with the Leatheroid Company was on May 1, 1919, and the plaintiff then was told by Odell of the nature of the defendant’s letter of March 27, 1919. After numerous intervening transactions, the contracts here in issue were made on December 22, 1919. The meaning of a contract of guaranty is to be ascertained from the words used, construed according to the ordinary rules for the interpretation of written instruments and read in connection with the subject matter, the well understood usages of business and all the relations of the parties to the transaction. The ordinary rule for the construction of a written instrument, whether it be of guaranty or of any other character, is to give it that effect most in accord with the intention of the parties as disclosed by the words used when defined according to the common and approved usage of the language, without stretching or constricting their natural signification. Boston Hat Manufactory v. Messinger, 2 Pick. 223, 235. Mussey v. Rayner, 22 Pick. 223, 228. Eustace v. Dickey, 240 Mass. 55, 72, 73, and cases there collected. Zeo v. Loomis, ante, 366. [375] The defendant’s letter of March 27, 1919, was written in reply to an inquiry from Odell as to “ a small shipment of rubber to the U. S. Leatheroid Co.” The defendant’s reply stated in specific terms that it was in answer to that inquiry, that it related to the proposed purchase of rubber therein described and that, if the rubber was furnished and “ the bill ” sent to the care of the writer, “ you will be taken care of.” It is assumed in favor of the plaintiff, without so deciding, that the six words last quoted were the equivalent of a guaranty. It is doubtful whether such a letter directed to Odell alone rightly could be interpreted as extending the promise of the defendant to any one else. Although a broker, Odell himself sold one lot of rubber directly to the Leatheroid Company and therefore was in a position personally to take advantage of the benefit of the guaranty. Hence the letter could be given effect when applied to him to whom alone it was addressed. Carkin v. Savory, 14 Gray, 528. The circumstances and the words of the defendant’s letter are quite different from those under consideration in Rome v. Gaunt, ante, 82, where the guaranty was obviously intended to be general and shown to all those unnamed persons of a class who might desire to take advantage of it. Without resting the decision upon this ground, there is another and decisive consideration. The natural import of the letter of the defendant is that it refers to the particular transaction then pending about which Odell had inquired. Among business men an answer commonly is responsive to the question. A reply does not generally altogether transcend the limits of the inquiry. The normal inference to be drawn from the two letters read together is that they relate to one proposed purchase. The letter of the defendant refers to “ the bill.” That phrase usually signifies one rather than several, especially when found in a contract of guaranty. Creighton v. Elwell, 243 Mass. 580. There was in the letter of Odell no request or even invitation to the defendant to make a general and continuing guaranty of all purchases of rubber which the Leatheroid Company might make of anybody at any time in the future. There [376] appears to have been no occasion for the defendant to volunteer an extended personal liability for the obligations of the company. The words in the defendant’s letter of March 27, 1919, the circtimstances in which they were used and the relation between Odell and the defendant, all lead to the conclusion that the letter was not a general and unlimited guaranty but was confined to the matter then under consideration. The case at bar is governed by the principle of numerous decisions. Boston & Sandwich Glass Co. v. Moore, 119 Mass. 435. Cutler v. Ballou, 136 Mass. 337. Sherman v. Mulloy, 174 Mass. 41. Callender, McAuslan & Troup Co. v. Flint, 187 Mass. 104, 108. Tilton v. Whittemore, 202 Mass. 39. John S. Brittain Dry Goods Co. v. Yearout, 59 Kans. 684. Knowlton v. Hersey, 76 Maine, 345. Schwartz v. Hyman, 107 N. Y. 562. Birdsal v. Heacock, 32 Ohio St. 177. Anderson v. Blakely, 2 Watts & Serg. 237. Blyth v. Pinkerton National Detective Agency, 10 Wyo. 135, 151, 155. It is distinguishable from Cumberland Glass Manuf. Co. v. Wheaton, 208 Mass. 425, Dover Stamping Co. v. Noyes, 151 Mass. 342, Celluloid Co. v. Haines, 176 Mass. 415, and other cases upon which the plaintiff relies. There is in the record no evidence of interpretation of the letter of March 27, 1919, by conduct of the defendant. His payment by two personal checks to the plaintiff on account, his request for statement of account and his acknowledgment that .the letter, although not signed by him, was written and sent by his authority, do not in their setting in the record appear to have been founded upon the guaranty part of the letter. The rule of cases like Gallagher v. Murphy, 221 Mass. 363, 365, and Crowe v. Bixby, 237 Mass. 249, 253, to the effect that construction of a doubtful contract by the parties is entitled to weight in determining its meaning has no pertinency to the facts here disclosed. Exceptions overruled.