48 Minn. 113 | Minn. | 1891
The records and briefs were suggestive that this case might be a complicated one,but examination proves that the material facts are few and practically undisputed, and that the legal questions involved are very simple. In June, 1885, Armstrong & Truesdell, (now Armstrong & Co., plaintiff Mather having succeeded Truesdell,) local coal dealers in Minneapolis, agreed to buy of defendant 10,000 tons of anthracite coal, at the price of $6.80 per ton for nut and stove, and $6.55 for egg and grate, to be received and paid for during the time intervening between the date of the contract and May 1, 1886. This contract remained unmodified until August 7, 1885. By that time the market in Minneapolis had become quite demoralized by strong competition between rival coal companies, and consequently it became to the mutual interest of both parties that the defendant should make some concessions to its customers to enable them to stay in the market and meet the cut prices. In this situation of affairs, Truesdell went to Chicago, and had a conference with the general manager and vice-president of the defendant company. It was there agreed that Armstrong & Truesdell might sell coal for actual consumption, for cash and immediate delivery, at $6.50 and $6.75, and make daily reports of what they sold, until notified to stop, and that defendant would furnish them the coal so sold and reported at 75 cents a ton less than the prices so made. There is no controversy over this, as defendant admits and has always recognized this modification of the contract. Truesdell thereupon wired instructions to this effect to his firm in Minneapolis, which is the first of the telegrams which appear in the record. Subsequently, and on the same day, defendant’s
“To Armstrong & Truesdell:
“Advertise in to-night and to-morrow’s papers, for cash and immediate delivery to actual consumers only, coal at $4.75 and $5.00. Take as few orders as possible; then stop and wait for orders. [Signed] Y. Truesdell.”
Also: “At the five-dollar price do not let opposition place any orders with you; know where coal is going; close taking orders after to-morrow; let me know what is going to-day. [Signed] Y. Truesdell.”
Also: “Do not take any more orders for coal at the five-dollar price than what you can fill to-morrow; guaranty nothing; we start back to-night. [Signed] V. Truesdell.”
All of these telegrams were received by Armstrong — the member of the firm who was attending to the business at home — during the afternoon of the same day, (August 7th.) He proceeded in accordance with his understanding of the meaning of those instructions, and the next day took orders for 4,300 tons at the $4.75 and $5 rates. Eight here is where the controversy between the parties arose; the plaintiffs claiming that defendant was bound to furnish them the whole of this 4,300 tons at the $4 and $4.25 rates, while defendant’s contention is that it was only bound to furnish 200 tons at those prices.
Plaintiffs’ argument is that the relation of principal and agent existed between them and the defendant, they being its agents for the sale of this coal, and consequently that defendant is responsible for these telegrams, which they claim are ambiguous on their face, and do not limit the sales on the next day to 200 tons, or what Armstrong & Truesdell could actually deliver on that day; that it is the duty of the principal to make his instructions free from ambiguity.
This brings us to the question of the correctness of the action of the court in directing a verdict for defendant upon its counterclaim for damages by the refusal of plaintiffs to receive and pay for the balance of the 10,000 tons, under their contract of June 26th. No question is made here as to the amount of the verdict. The evidence is conclusive that the defendant kept the coal on hand,
There was certainly ho error in the court’s refusing to permit plaintiffs to introduce their amended reply. We do not feel called on to go into the history of what had occurred previously on the trial, but, in view of all that had happened, it would have been almost an abuse of discretion to have allowed these amendments at the very close of the -trial. Moreover, the amended reply set up no defense to the counterclaim, and some portions of it were wholly inconsistent with the allegations of the complaint.
Order affirmed.
(Opinion published. 49 N. W. Rep. 233.)
On the reargument the following opinion was delivered:
On the first argument of this case the main contention was as to which of the parties violated their contract, and the attention of the court was not specially called to any supposed distinction between what might be a defense to plaintiffs’ claim and what would be necessary to entitle defendant to recover on its counterclaim. Hence it was rather assumed without much consideration that the facts which would defeat the one would sustain the other. In view of this, we granted a reargument of the question whether upon the facts the defendant was entitled to recover on its counterclaim. While undoubtedly there may be cases where the action of one party to a contract- would be' such as to constitute a defense if the other party was sued for failure to perform, and yet not sufficient to authorize the latter to abandon the contract himself, and, as
(Opinion published 50 N. W. Rep. 1029.)