48 N.Y.S. 528 | N.Y. App. Div. | 1897
By the contract upon which this action is brought the plaintiff agreed to furnish and set up certain ventilating machinery upon the ¿premises of the defendants. The written contract contains these words: “We guarantee to ventilate receiving room to your satisfaction, otherwise we will remove wheel and other material without cost to you.” The plaintiff sued for the price agreed to be paid as stated in the contract, and alleged full performance of such contract. The defendants set up as a defense that the plaintiff wholly failed to make good his offer or guaranty or “ to ventilate said receiving room to the satisfaction of these defendants.”
It is claimed on.the part of the defendants, appellants, that, by the terms of the contract, they had the right to reject the machinery and compel the plaintiff to remove it upon the expression of their dissatisfaction with it; and that the true construction of the contract is that it was for them to decide whether they were satisfied or not, and that it was sufficient that they were dissatisfied to absolve them from any liability on the contract. Whatever might be the construction to be given to the words used in this contract, if it were an original question, we are bound by the rule which has been applied time and again in the courts of this State to the interpretation of contracts '
But in cases where the parties contract to. do work not of the character referred to in the above quotations, and it is stipulated that the person for whom the work is to be done is to be satisfied with that work,, the final construction has been given that, to justify a rejection of the work, and a refusal to pay therefor, there must be some reason for the dissatisfaction shown. •
In the Duplex Safety Boiler case the parties entered into a contract by which certain alterations to boilers were to be made, and the defendants agreed to pay when they were “satisfied that the boilers as changed were a success.” It was contended there by the defendants that the only question in the ease was whether the work was a success, and-that that fact was one for them alone to determine. But that was held to be untenable, and that under such a contract “ that which the law will say a contracting party ought in reason to be satisfied with, that the law will say he is satisfied with,”
In Doll v. Noble (116 N. Y. 233) the contract required the work to be done in the best workmanlike manner and to the entire satisfaction of the party for whom it ivas done. The court held that, if the work were done in that manner a recovery could not be defeated by an arbitrary and unreasonable declaration that it was not done to the satisfaction of the defendant. And so, in Russell v. Allerton
The contract in the case before us comes distinctly within the rule laid down in the Duplex Safety Boiler case; and the interpretation given to it by the judge presiding at the trial was the correct one under the authorities.
Some criticism is made of the refusal of the trial judge to charge the jury in the phraseology requested by the defendant’s counsel. But the substance of the request was clearly stated by the judge in his own words, and as we have heretofore had occasion to say,, where the charge of the judge states the correct rule of law he is not bound to repeat it or reiterate it in any precise form of woi’ds that may be suggested to him by counsel. (Laidlaw v. Sage, 2 App. Div. 374.) All that can be required is that the correct rule should be stated.
Objection was taken during the course of the trial to the admission of certain letters written by the .defendants upon the subject of'the non-performance of the contract by the plaintiff. There was no objection to the competency of those letters, but merely that they were immaterial and irrelevant. A perusal of them is sufficient to show that they related directly to the refusal of the defendants to accept or pay for the machinery, and some of them to
; Concerning the issue as to performance, there was conflicting evi- . dence as to whether the machinery was adequate to do the work intended to be accomplished by it, and upon that conflicting testimony the jury found in favor of the plaintiff, aúd we are not called upon to disturb their verdict.
The judgment and order appealed from should be affirmed, with ■costs.
■ Yah Brunt, B. J., Williams, O’Brien and Ingraham, JJ,,. concurred.
Judgment and order affirmed, with costs.