126 Pa. 495 | Pa. | 1889
The contract sued on in this case made Perry the “ sole and exclusive agent” for the introduction of I)r. Jensen’s Crystal Pepsin to the people of the United States. It defined the powers and duties of the agent, fixed his compensation, and contained, inter alia, the following stipulation: “ Said Jensen agrees to supply said Perry with sufficient samples of his said article, and printed matter in the nature of advertisements relating thereto, as may be called for by said Perry.”
This contract was made in November, 1855. Operations were begun under it by Perry about the first of February, 1886. By the first of June, or within about four months, Perry had called for and been provided with 431,621 sample bottles containing an average of nine tablets each of Dr. Jensen’s Crystal Pepsin, worth at the ordinary selling price $31,794. In August of the same year Perry wrote to Dr. Jensen, “ I want 100,000 samples immediately and will want several hundred thousand moje by October 15. The distribution will be immediate. Please send at once to office.” Dr. Jensen thought this demand was unreasonable. He insisted that he had already furnished more than a sufficient quantity of samples for the wort done and doing by Perry, and declined to furnish, the samples demanded. Perry treated this as a violation of contract, suspended the enterprise of introducing the Crystal Pepsin to the people of the United States, and brought this action to recover damages.
On the trial, the defendant offered to prove that the quantity of samples which he had furnished prior to the demand in August, 1886, was more than reasonably sufficient for the whole year’s operations. This offer was rejected by the court upon an interpretation of the contract which is fully stated in the charge to the jury. The learned judge said, “ The defendant-agreed to furnish samples to the plaintiff, whatever he should require and as he required them.” In other words, he held that the agreement to furnish “ sufficient samples ” meant that Jensen should furnish whatever Perry might choose to require of him, without regard to the business actually done, to the usages of the trade, or the judgment of a jury. If this is correct Dr. Jensen certainly made a very unequal and unfortunate contract with his agent. Upon this view of it, his
We cannot agree to this exposition of the contract. The agent may demand what is fairly and reasonably sufficient for the purposes of his undertaking, and no more. He is bound to exercise good faith towards his principal. If he fails to do this, or if he makes unnecessary and oppressive demands upon him, he violates the contract and becomes himself a wrongdoer. The employer is not bound to submit to an unreasonable and unconscionable demand by his agent, nor is the question what is reasonable and conscionable to be determined by the interested and unfaithful agent alone. What is a reasonable quantity of samples for the purposes of the contract, is, if the parties cannot agree about it, a question of fact to be settled by a jury. The offer made in the court below by Dr. Jensen to show that the demand made upon him was unreasonable and oppressive, and that he had furnished, before it was made, a larger quantity of samples than was reasonably sufficient for the whole year’s operations by his agent, if those operations had ■ been conducted with businesslike methods and with fairness towards him, should have been admitted.
The first, second, fifth, seventh, and eighth assignments of error are sustained.
The judgment is reversed, and a venire facias de novo awarded.
