15 N.Y. 487 | NY | 1875
The point made, that the destruction of the mill by fire was an excuse for the non-performance of the contract by the defendant, is not tenable. In the first place,
The more important question relates to the proper rule of damages. The referee’ finds that, prior to the contract with the defendant, the plaintiff had contracted with the Eew York Central Railroad Company to sell and deliver to it, by the first of June, 400 tons of rails, to be composed of an iron foundation and steel caps, for the invention of which the plaintiff had obtained a patent; and that when the contract was made with the defendant he informed it that he wanted the caps to perform the contract; that if they had been delivered by the first of April the plaintiff could have performed his contract; and he finds, also, facts showing that the plaintiff would have realized the amount of profits for which the recovery was ordered.
The damages for which a party may recover for a breach of contract are such as ordinarily and naturally flow from the nonperformance. They must be proximate and certain, or capable of certain ascertainment, and not remote, speculative or contingent. It is presumed that the parties contemplate the usual and natural consequences of a breach when the contract is made; and if the contract is made with reference to special circumstances, fixing or affecting the amount of damages, such special circumstances are regarded within the contemplation of the parties, and damages may be assessed accordingly. For a breach of an executory contract to sell and deliver personal property the measure of damages is, ordinarily, the difference between the contract-price and the market-value of the article at the time and place of delivery; but if the contract is made to enable the plaintiff to perform a sub-contract, the terms of which’ the defendant knows, he may be held liable for the difference between the sub-contract-price and the principal contract-price, and this is upon the ground that the parties have impliedly fixed the measure of damages themselves, or, rather, made the contract upon the
This case has been frequently referred to, and the rule, as laid down, somewhat criticised; but the criticism is confined to the character of the notice, or communication of the special circumstances. Some of the judges, in commenting upon it, have held that a bare notice of special consequences which might result from a breach of the contract, unless under such circumstances as to imply that it formed the basis of the agreement, would not be sufficient. I concur with the views expressed in these cases; and I do not think the court, in Hadley v. Baxendale, intended to lay down any different doctrine. (See authorities before cited.) Upon the point involved here, whether the defendant is exempted from the payment of any damages when there is no market-price,
The case of Elbidger v. Armstrong (9 Q. B. [L. R.], 473), also illustrates the rule. That was a contract for the purchase of 666 sets of wheels and axles, which the plaintiff designed
It is true that the court held that the plaintiff could not recover the penalties as a matter of right, mainly upon the ground that such a consequence was not, from the nature of the notice, contemplated by the parties; and yet the judgment, directing the amount of the penalties paid, was allowed to stand, as being a sum which the jury might reasonably find. Cary v. Thames Iron Works Co. (3 Q. B. [L. R.], 181), decided that when the article purchased was designed by the purchaser for a peculiar and exceptional purpose unknown to the seller, the latter was, nevertheless, liable for the damages which would have been incurred if used for the purpose which the seller supposed it would be used for.
The case of Horne v. Midland Railway Co. (8 C. P. [L. R.], 134), is not in conflict with the position of the plaintiff. In that case the article had a well known market-value. The sub-contract was at an unusual and extravagant price, of which the defendant was not informed. Besides, the defendant was a carrier, and it was seriously doubted by some of the judges whether the same rule would apply to a carrier as to a vendor. The question in all these cases is, what was the contract; and a carrier who is bound to take property offered at current rates, would not, perhaps, be brought within the
The judgment must be affirmed.
All concur. .
Judgment affirmed.