135 Minn. 30 | Minn. | 1916
Plaintiff sought to recover in this action the amount of a draft, less
There is but one question in the case, and that is whether the evidence sustains the finding that defendants agreed in writing to accept and pay the draft in question.
The evidence is not much in conflict, and is sufficient to warrant a finding of the following facts:
Defendants had their principal place of business at South St. Paul and were in the business of selling live stock on commission. Eoedel lived at Jamestown, North Dakota. He had known one of the defendants for many years. In the spring and summer of 1912, Eoedel had little or no money. He came to defendants’ place of business in South St. Paul to arrange with them for money with which he might buy cattle in the vicinity of Jamestown, to be shipped to defendants and sold on commission. He did not find either of defendants in the office, but talked over his plans with the person in charge, and returned to Jamestown. On June 4, he wrote defendants a letter saying: “Please write to the James Eiver National Bank, Jamestown, N. D., that you will honor my drafts for car cattle or hogs with B of L attached and invoice of live stock. You will please do this on receipt of this letter for I am now ready to go and buy all the cattle I can get during all summer.” On receipt of this letter, and on June 5, defendants telegraphed plaintiff as follows: “We will honor draft of G. Eoedel, bill of lading attached for stock purchased by him shipped Thuet Brothers.” On June 6, defendants wrote to Eoedel as follows: “Instead of waiting to write to your bank we wired them, thinking that perhaps you might be waiting for us to get word to the bank and that a wire would get through quicker.” The letter also contained instructions to be careful in buying cattle that are on grass, and not to purchase rough and heavy hogs. On receipt of this letter Eoedel presented it to the cashier of plaintiff and inquired whether the bank had received a telegram from defendants. The cashier said that the telegram had been received, took the letter and filed it with the telegram, informing Eoedel that it would be necessary in the case of each shipment to
If defendants accepted the draft in writing they are liable in this action. If they did not, there is no liability. The acceptance claimed is the telegram of June 5 sent by defendants to plaintiff. The claim of plaintiff is that this constituted an acceptance of and agreement to pay all drafts which should be drawn on defendants by Eoedel with bill of lading attached to pay for stock purchased by him during the season and shipped to defendants. The contention of defendants is that this telegram, using, as it did, the word “draft” instead of “drafts,” constituted an acceptance of but one draft, the first that should be drawn. If plaintiff’s
Defendants insist that the telegram is clear and unambiguous, and therefore that the surrounding circumstances, the situation and conduct of the parties before or after the telegram was sent, cannot be used as aids in construing its meaning. Plaintiff is equally insistent that the telegram is open to explanation and construction, and that the evidence clearly shows that its meaning was as claimed. We agree with the view of plaintiff. If the telegram of June 5 is read by itself, without reference to the subject matter and surrounding circumstances, it perhaps would have to be construed as a promise to honor one'draft only, but its meaning is not so clear that it is improper to consider the situation of the parties, their prior and subsequent conduct in construing the telegram, the subject matter and surrounding circumstances, in showing that there was an ambiguity, and in clearing up that ambiguity. The telegram does not refer to a particular draft, mention a particular amount, or say that but one car is to be shipped, or but one shipment made. There is sufficient uncertainty in the telegram itself as to what defendants intended, to justify the use of such evidence to explain its meaning, and to show that what was intended by the language used was a promise to honor all drafts, with bills of lading attached, that Boedel might draw against defendants for stock purchased by him and shipped to them during that season. There are many cases in our reports where extrinsic evidence of the surrounding circumstances has been used to show that writings as plain on their face us this telegram are really ambiguous, and to explain their true meaning. Union Bank of Medina v. Shea, supra, was such a case. It is often necessary, in order to arrive at the true construction of an instrument, to resort to extrinsic evidence, though the instrument is apparently plain on its face. And this has often been done, notwithstanding the expressions in some of the decided cases that no extrinsic evidence is admissible unless ambiguity appears upon the face of the instrument. See 1 Dunnell, Minn. Dig. §§ 3400-3407, and cases cited.
By Tesorting to the evidence showing the situation and relation of the parties, the circumstances surrounding the sending of the telegram, and the conduct of the parties in acting upon it, it is made entirely clear to our
It is difficult, if not impossible, to distinguish the present case from Union Bank of Medina v. Shea, supra. Our conclusion is that the findings are sustained by the evidence and warrant the judgment rendered.