234 F. 608 | 9th Cir. | 1916
(after stating the facts as above). Each party to the action claims that its respective contention is sustained by tire language of the telegram of September 12, 1911:
“Would like to have option, for purchase of Homer extended thirty days on terms mentioned in paragraph twenty-one of charter otherwise charter to terminate as provided therein answer.”
The defendant claims that it distinctly called for extension of the option to purchase and for nothing else. The plaintiffs claim it meant extension of both the charter party and the option to purchase, because the charter party included the option to purchase, and there had been an understanding that all moneys paid on the charter, less cost of operation, should be credited on the purchase price of the vessel, and that this meaning is made certain by the words “otherwise charter to terminate as provided therein,” which words, it is said, indicate that if the option were extended, the charter was not to terminate, and that the whole dispatch means this:
“Would like to have option for purchase extended thirty days; if you do not consent the charter shall terminate as provided therein.”
But counsel for the defendant say that the meaning of the word “otherwise” as used in the telegram is “in other respects,” and that the dispatch means:
“Would like to have option for purchase extended thirty days; in other respects the charter to terminate1 as provided therein.”
If that was the message intended to be conveyed, the word “otherwise” was unfortunately chosen. That meaning, it seems to us, is not suggested by the other words of the telegram, and is not the natural meaning. However, if the case rested there, and there were no more to the correspondence than a telegram accepting the proposition of the Acting Secretary, we should hold that the minds of the parties never met upon the understanding which the plaintiffs gave to the dispatch. But the dispatch called for an answer, and two days later the answer was sent:
“As requested in your telegram of twelfth instant, charter steamer Homer hereby extended for further period of thirty days from September thirteenth nineteen eleven, with option of purchase.”
That telegram distinctly advised the Acting Secretary that his proposition of September 12th was understood to' be a proposition to extend both.the charter and the option'to purchase. If he did not assent to that interpretation of his proposal, it was his duty then to disclaim it. This he did not do, and it was not until October 25th that he wrote to tire owners, informing them that the department had not extended or renewed the charter, nor approved the action of any officer of the department attempting to bind it for charter money beyond September 12.
We know of no reason why the parties to this charter party should not be bound by the ordinary rules which control contracts of private parties. In the correspondence the Department of Commerce and Labor was not represented by subordinates. ’ It was represented by the Acting Secretary himself. He it was, according to the record,
But the ground upon which a party will be held to that meaning which he knows the other party has placed upon his proposal is equitable estoppel. It rests upon the fact that the other party, relying in good faith upon his silence or acquiescence, has been induced thereby to change his position for the worse, or has acquired some corresponding right, either of property, of contract or of remedy. The Alberto (C. C.) 24 Fed. 379; Pom. Eq. Jur. § 805. In the present case there is a total absence of showing that the plaintiffs did anything in reliance upon the silence of the Secretary or upon their understanding of the contract. On September 12, 1911, the steamer was in Oakland creek, and there it remained during the period of the extension of the option. There is no evidence that the plaintiffs would have chartered it or used it, or would have done otherwise with it than they did but for the option.
The judgment is affirmed.
