102 Me. 67 | Me. | 1906
This is an action to recover damages for the breach of a contract for the sale of sweet corn, and the case comes to this court on an agreed statement of facts.
The plaintiff was a wholesale grocer doing business at Philadelphia, and the defendants were packers of sweet corn, doing business at
“ Sold to Mr. James Bell, Philadelphia, Pa.,
For account of The United Packers, Portland, Maine.
“Five thousand (5000) cases, 2 dozen each, ‘ High Maine Standard’ corn, of crop 1903.
“Price, 80 cents per dozen, F. O. B. Portland, Me., with rate of freight from Portland, Me., to Philadelphia, Pa. allowed buyer.
“ Cans to be covered by tissues furnished by seller, and buyer’s plain labels to be pasted on the outside of the tissue, and allowance to be made buyer for labels of $1.00 per thousand.
“One thousand (1000) cases of the goods covered by this contract to be shipped and billed as soon as packed and ready to send forward, and the remaining four thousand (4000) cases to be shipped later as instructed by buyer, with the understanding that the entire lot is to be sent forward before freezing weather. All goods to be billed when shipped.
“ In case of short crop, owing to circumstances beyond the control of the packer, 70% delivery to be guaranteed buyer, and 10 fo of purchase price to be paid buyer by seller for any quantity delivered short of the 70 fo guaranteed by this contract.
“Terms Casli in 10 days, less 1 jjo.”
In the summer and fall of the year of 1903 there was a short crop of corn, owing to circumstances beyond the control of the defendants, and consequently the defendants were able to pack only forty (40) per cent of the total amount of corn which they had contracted to sell and deliver to purchasers.
Although the plaintiff was ready at all times to receive and pay for the corn specified in the contract, in accordance with its terms, the defendants failed to deliver any corn whatever or to perform any of the terms of their contract.
The controversy between the parties involves a construction of the last clause of the contract relating to the obligation of the defendants “in case of a short crop.” The plaintiff claims that although there was a short crop, the defendants by the stipulations in their contract,
On the other hand the defendants contend that under the terms of the contract in the event of a short crop, they had the option either- to deliver to the plaintiff the seventy per cent of the entire 5000 cases which they engaged to deliver, or to deliver none at all and pay ten per cent of the whole seventy per cent as liquidated damages. Thus the only question before this court is whether the defendants are liable to pay damages according to the ordinary rule for failing to deliver the forty per cent of the corn which they sold and might have delivered, or whether they are only required to pay ten per cent of the purchase price, as liquidated damages on that amount as well as on the remaining thirty per cent which they could not deliver.
In the construction of contracts there is one fundamental rule or consideration which is paramount to all others, and that is, that the intention of the parties, as gathered from the language of all parts of the agreement considered in relation to each other and interpreted with reference to the situation of the parties, and the manifest object which they had in view, must always be allowed to prevail unless some established principle of law or sound public policy would thereby be violated.
When the contract for the sale of the sweet corn in question in this case is examined in- the light of the foregoing considerations, it is the opinion of the court that it must be construed in accordance with the plaintiff’s contention. The defendants desiring a market for the product of their factories in 1903, made a contract to sell, the plaintiff 5000 cases of “High Maine Standard Corn” from the crop
According to the stipulation of the parties, the case is remanded to the Superior Court for the assessment of damages in accordance with this opinion.
Bo ordered.