49 Minn. 1 | Minn. | 1892
Appellant corporation was the owner and operator of an extensive steam flouring-mill in the city of Winona. In the same city were sawmills about which large quantities of sawdust and shavings accumulated during each running season, and, prior to the year 1890, written contracts had been entered into between the parties hereunto, under which respondent furnished and delivered at the flouring mill, and appellant received and used for fuel, the refuse accumulation of sawdust and shavings from at least one sawmill. On March 20th of the year just mentioned the parties signed a writing, dated on that day, in the following words and figures:
“ Winona, Minn., March 20, 1890.
“ It is hereby agreed between the Winona Mill Company and Chas. Beyerstedt that the latter is to receive for hauling, during the season of eighteen hundred and ninety, (1890,) twenty-five (25) cents per load for sawdust from Empire Lumber Company’s Mill, and thirty (30) cents per load for sawdust, and forty (40) cents per loadin double boxes for shavings, from Winona Lumber Company’s Mill, all delivered at our mill. All loads to be full boxes, and size of boxes same as old contract calls for.
■ [Signed] “ Winona Mill Co.
“ H. E. Brooks, Supt.
“ C. H. Beyerstedt.”
The appellant construes this writing as wholly free from ambiguity, and that under it the. corporation was obliged to take no more of the specified articles than it might, from time to time, elect to take. That is, the acceptance of any quantity, great or small, of sawdust or shavings, was absolutely optional with appellant corporation. Of course, a writing may be unambiguous, and yet not rise to the dignity of a contract, so that when oral evidence is received tending to show that there really was a contract between the parties, and what that contract was, the rule of evidence in question, which always presupposes a valid and complete engagement, is not disregarded or intruded upon. We are not inclined to differ with counsel for the appellant in their construction of this writing, for the only certain term to be found in it is that in respect to the prices per load — the size thereof to be ascertained by reference to a former contract — for such loads as plaintiff might deliver, and defendant might receive, during the season or year of 1890. No obligation rested upon the former to deliver, and none upon the latter to receive, a single load, and therefore the writing seems to have been nonenforceable, if either party declined to act. It is no answer to this to say, nor does it help the appellant for it to take the position, that, when the articles were delivered and accepted, the price per load named therein could be recovered, if not voluntarily paid, because the validity and completeness of a contract must be determined by its terms and conditions when made, and not by subsequent events. The
It was shown on the trial that, at the stipulated price per load, about $800 had been paid to plaintiff for sawdust and shavings delivered prior to the destruction of defendant’s mill. Treating the contract testified to by plaintiff as one for the sale and delivery of goods for a price exceeding $50, not in writing, and therefore void under the statute of frauds, it is urged by defendant’s counsel that no part of the goods were accepted and received, and hence this action cannot be maintained. This view of the case does not appear to have been presented to the trial court at any time. But, assuming that it was
Order affirmed.