74 F. 182 | 8th Cir. | 1896
after stating the case as above, delivered -the opinion of the court.
The contract between the Benedict Company and the Stern Auction & Commission Company (hereafter called the “Commission Company”) was not a sale, but a contract of factorage. The stipulations of the contract are not appropriate to a contract of sale. If it was a sale, and the commission company acquired the absolute title, what concern was it of the Benedict Company when they were sold? When one merchant sells goods to another, the seller never requires the buyer to enter into a covenant that he will sell the goods within a specified period. Such a requirement is inconsistent with the dominion over property which absolute ownership confers. The money to be paid by the commission company was not upon a sale of the goods to that company, but upon a sale of the goods by' that company. The commission company was never to pay for the goods as upon a purchase by it, but only to account for the proceeds of the sale of thém at prices fixed by the contract. The commission company covenanted that no part of the assignment [consignment] should “remain unsold nor unpaid by February 1st, 1895.” A failure to sell the goods, and account for the same, at the prices fixed, within the time agreed upon, would be a breach of this CQvenant on
Moreover, parties have the undoubted light to make their own contracts, and to put their own construction upon them, and to regulate their rights and liabilities thereunder. If the court ‘‘leaves the parties to be governed by their understanding of their own language, it, in effect, enforces the contract as actually made. That they should be so permitted to construe their own agreement accords with every principle of reason and justice.” St. Louis Gaslight Co. v. City of St. Louis, 46 Mo. 128; Mathews v. Danahy, 26 Mo. App. 660. And when both parties to a contract, acting in good faith, are agreed as to its meaning and their rights under it, a stranger having no interest in the subject-matter of the contract cannot: insist that a different interpretation shall be put upon it, or compel the parties to put that interpretation upon it which will benefit him. The law will not override the will of the parties in the construction of their own contracts, for the benefit: of a third party, whose interests are not affected thereby, or who acquired his interest with full knowledge of what the parties conceded and agreed was their contract. The bank was advised by the commission company, before the execution of the bill of sale, that the goods in controversy were held for sale on commission from the Benedict Company; and thereupon, and before the bill of sale was executed, these words were added thereto, “but this.conveyance does not transfer goods held for storage or on consignment for others;” and before the execution of the bill of sale the Benedict goods were separated from the goods of the commission company, and removed to an upper floor, and placed with other goods stored or held for sale on commission. It is true, the president of the bank, upon being told that the contract: between the Benedict Company and the commission company was in writing, said he “would submit the contract to the attorney of the bank for advice, when he should see the same.” But the parties to this contract had a right to put their own construction upon it, and act upon that construction, so long as it was done in good faith, and without prejudice