4 Wash. C. C. 549 | U.S. Circuit Court for the District of Eastern Pennsylvania | 1825
There are two questions for the consideration of the jury. (1) Were the defendant’s orders disobeyed; and if they were, does the plaintiff stand excused by the circumstances which his counsel have urged in his favor? (2) If this point be against him, has the defendant, by his conduct, discharged him from the legal consequences of his disobedience? .
1. The order contained in the letter of instruction which accompanied the coffee consisted of two parts: (1) To sell the coffee immediately on arrival; and (2) with the proceeds, to purchase a return cargo, to be forwarded by the same vessel. It will be necessary to keep in mind these parts of the order, when we come to the examination of the second question. The obvious meaning of the first part is: sell immediately on arrival, if you can, or as soon as you can. This results from the consideration that no person can be supposed to be so absurd as to require another to do what is impossible, nor can the other be supposed to contract to do it. The law contemplates no such case, and consequently makes no provision for it, otherwise than to excuse the party for the breach of .a contract, the performance of which, circumstances have rendered impossible. Questions between principal and agent frequently occur, in courts of justice, as to the construction of the orders which are alleged to have been violated, whether they are positive and unqualified, or leave a discretion with the agent If they are so ambiguous that two constructions may fairly be given to them, every principle of justice demands that the want of precision in the writer should fix the loss, if any, upon him, rather than upon his correspondent. If the order leaves him a discretion, the law requires of him nothing farther than the exercise of a sound, honest judgment. But if the order be free from ambiguity; is positive, and unqualified; it must be rigidly obeyed, if it be practicable; and no motive connected with the interest of the principal, however honestly entertained, or however wisely adopted, can excuse a breach of it This is a general and well established principle of law, to which I am aware of no exception.
It has been argued for the plaintiff, that no man can be supposed to act so absurdly as to mean that his property should be sacrificed, or even sold at a loss by his agents; and therefore, that the most positive order should be so construed as to give a direction where such a consequence, resulting from circumstances not known or contemplated by
The only question for the jury to decide on this point is, whether the order to sell immediately on arrival, was practicable? It is clear that it was not so until the coffee was landed. Was it then practicable? This is a question for you to decide upon the evidence. Two of the witnesses examined by the plaintiff, have deposed that the state of the market for all colonial produce, during the year 1813, was bad, and that the plan of holding up these articles was generally adopted by the merchants of Bourdeaux. One of them states, that during that year, sales were impossible. The other deposes, that till July, 1S13, sales were made in Bourdeaux, but that after that month the price was nominal, there being no purchasers. The clerk of the plaintiff swears, that sales of coffee could not be made at Bayonne in that year; for which reason the plaintiff was unable to dispose of that consigned to him by the defendant. A fourth witness has sworn nearly to the same effect; and all of them agree, that the plaintiff adopted the same conduct in relation to his brother’s coffee, as he did in the instance now under consideration; and that other merchants observed a similar policy, from a view to the interest of their employers. Upon this latter part of the evidence, it may be proper to observe, that it might have been of material importance, if discretionary powers had been confided to the plaintiff; but it can have no weight in a case like the present, where the order to sell immediately was imperative. On the other side, the captain of the vessel has deposed, that- he had about the same quantity on board with that shipped by the defendant, which he sold at Bayonne, whilst it lay in entrepot, in two parcels, one for four francs twenty-five centimes per pound, and the other for four francs fifteen centimes per pound. But his officers were unable to dispose of the quantity which they took out. Two other witnesses, merchants of Bayonne, have deposed, that this article sold there from March to May, 1813, at from four francs twenty centimes to four francs forty centimes, and in June, at from four francs ten centimes to four francs twenty centimes; and that sales
But it has been further insisted for the plaintiff, that the defendant, by his acceptance of the return cargo, although it was not purchased with the proceeds of the coffee, amounted to a dispensation from a strict compliance with the defendant’s order. The court is of a different opinion. I have before observed, that that order consisted of two parts. One of them I have Just disposed of; the other was, to purchase a return cargo with the proceeds of the coffee. This was not done, and consequent^, the defendant might have refused to take that cargo to himself, or he might have received and sold it for his own security, but as the plaintiff’s agent But having chosen to pursue a different course, he cannot now, nor does he complain of a breach of that part of his order which pointed out no fund with which this cargo was to be purchased. But this has nothing to do with that part of the order which directed the plaintiff to sell the coffee immediately on its arrival. The whole cause then turns upon the question of fact, whether it was practicable to sell the coffee at all, at or after the time it was landed in 1813? If it was, the loss must be borne by the plaintiff.
The jury found for the plaintiff $443 damages, being about the balance claimed by the counsel in the event of his being considered as having broken his orders.