Fay Gas Fixture Co. v. Welsbach Light Co., 189 Pa. 20

Fay Gas Fixture Co. v. Welsbach Light Co.

189 Pa. 20 | Pa. | 1899

Opinion by

Mb. Justice McCollum,

This is an action of assumpsit brought by the Fay Gas Fix*22ture Company against the Welsbach Light Company. The plaintiff’s statement of claim was demurred to by the defendant and the demurrer was sustained by the learned court below. The case is now before us on appeal, and the material question presented by it is whether there was a contract between the parties for a definite time, or a contract terminable by and at the pleasure of either of them. The plaintiff, on September 28,1893, applied to the defendant for permission to sell Welsbach Lights “ in St. Louis, Mo. & East St. Louis, 111.,” and agreed, if permission was granted, not to break the price or sell outside of the territory named. The defendant received the application and granted the permission, saying: “We will not knowingly furnish lights to any other person for sale for such purpose in said territory so long as you do not break the price or sell outside of the territory named, and in all other respects prosecute the business to our satisfaction.” The plaintiff, through its president, acknowledged the defendant’s letter granting permission as aforesaid, and expressed satisfaction with it, but added the following: “You do not state the length of time that your contract is to remain in force, and I would suggest it be for five years.” In reply to this suggestion tho defendant company said: “ Our ordinary method is to make the length of contract remain in force during the life of the patent. In other words, as long as you push the business it is our interest to let you alone, and when the business isn’t worth enough for you to push it, it isn’t for our interest to attempt to force you to keep in a business that is unprofitable or distasteful.” The correspondence above quoted fairly shows the relation of the parties to each other respecting the transaction between them, and it plainly discloses the fact that they were not parties to a contract for a definite period. The plaintiff sought and obtained from the defendant the privilege of selling the Welsbach lights, in the cities hereinbefore mentioned, upon conditions prescribed by the latter, one of which was that the plaintiff should prosecute the business in all respects to the satisfaction of the defendant. There was no qualification of this condition by the defendant in its letter of October 2, 1893, or in any other written communication upon the subject. Besides, it is not claimed by the plaintiff that there was any other agreement or understanding between the parties than *23that which appears in their correspondence. It is plain enough from the defendant’s answer to the plaintiff’s suggestion of a contract for the period of five years, that the former was unwilling to enter into such a contract or to require the latter to continue in a business or service which might prove unprofitable or distasteful to it. The relation of the parties under the agreement evidenced by their correspondence was clearly that of principal and agent, and either was at liberty to terminate it if unsatisfactory.

Machine Co. v. Ewing, 141 U. S. 627, seems to us as applicable to the case under consideration and to fully sustain the decision appealed from.

Judgment affirmed.