Dover Stamping Co. v. Noyes

151 Mass. 342 | Mass. | 1890

Knowlton, J.

The decision of this case depends on the proper interpretation of the correspondence relied on by the plaintiff corporation, as showing a continuing guaranty by the defendant that F. P. Field and Company would pay at maturity any debts they might contract in their dealings with the plaintiff. If these letters, fairly construed, authorized the plaintiff to sell goods to Field and Company from time to time, to be paid for by the defendant, if not paid for by the purchasers, the plaintiff is entitled to recover.

The plaintiff’s first letter was -manifestly written in reference to possible future transactions. It says that the corporation has recently “ opened trade ” with Field and Company, and refers to their representation, apparently made with a view to obtaining credit. The inquiry relates to the subject of legal liability. The defendant is asked whether he will be responsible for their debts, or will see that the debts are paid. Upon receiving the letter of November 21, written by the defendant’s clerk in his absence, and containing a recommendation of Field and Company, the plaintiff, by its letter of November 22, said, in effect, that it was not content with a recommendation, but wanted an explicit answer to its former letter. Thereupon, the defendant wrote the letter of November 28, stating that he was financially assisting Field and Company, and promising to see that the plaintiff was “taken care of,” if notified that Field and Company failed to pay their bills promptly at maturity. This can hardly be construed as anything less than a promise to pay if the principal debtor did not. It also had reference to bills to be contracted in the future; for it was written in answer to the plaintiff’s questions, and Field and Company’s possible inability to pay promptly was spoken of as something which they might discover “at any time.”

If it was necessary to give notice of the acceptance of a guaranty given in this way, which we do not intimate, the plaintiff by its letter of November 29 accepted it, and notified the defendant that it would continue the trade on the strength of it. Here we find all the elements of a valid continuing guaranty; and it is agreed that on the faith of it the plaintiff sold goods which never have been paid for, of which the defendant has had due notice.

Upon the agreed facts, the plaintiff’s case is made out. Bent v. Hartshorn, 1 Met. 24. Paige v. Parker, 8 Gray, 211. Jordan v. Dobbins, 122 Mass. 168, 170.

Judgment for the plaintiff.