36 F. 455 | U.S. Circuit Court for the District of Western Missouri | 1888
Defendant commenced an action .at law to recover damages for the breach of a written contract.
The facts, in a general way, were these: One Harris came from Detroit as a representative of defendant and two partners, to work up a com- , pány here for the manufacture of glucose by the dry process. After some negotiations, several gentlemen, complainant among the number, became interested, and talked of organizing a corporation for the purpose of put- ’ ting up a building and engaging in such manufacture. Before any definite plans were matured, it was agreed that complainant should go to Detroit, and see the process. In pursuance thereof, he went with Mr. Harris, and there met the defendant and his partners. The talk here among the parties proposing to enter into the organization was the build■ing of a T, 000-bushel house. After complainafit reached Detroit, he was 'tl¿ere three days without an opportunity to see the process. Talk was going on during these days between the parties, they suggesting the expediency of a 2,000-bushel house. Finally he expressed a desire to see the process before returning home. Then this written contract was produced by one of the three partners, and it was stated that they had . agreed upon, a rule that no one should see the process unless a contract was first executed. He declined to sign it; in substance saying that the parties who he represented never talked of a 2,000-bushel house, and that he had no authority to sign for them. He was told that he -was not to be bound personally by it, but that the signature was necessary to comply with their rules; and probably, from the talk, this contract, thus signed by him, was understood to be the basis of a contract to be thereafter entered into between the three partners and the company to be . formed in this- place. With that understanding he signed the paper, saw the process, and came home and reported. Thereafter this defetidant • came on for the' purpose of assisting in the organization of the proposed • company, but the scheme fell through, and that not through any fault of the complainant. ■ Of the four parties who were .present at the time this paper was signed, complainant and defendant being among the number, all agree that the contract as it stands was not to be binding upon
Neither can there be, as defendant suggests, á reformation of the contract. Both parties knew what they were signing, — knew what the language of the instrument was. There was no mistake or misunderstanding in this respect; and whatever may be the truth as to the parol understanding in reference to the building of a 1,000-bushel house, it is not true that this contract by mistake was written for a 2,000-bushei house, instead of a 1,000-bushel house. Hence there is no excuse for the reformation of this contract. It must stand or fall as it is written; and, as all the parties agree that as written it was not to be binding as a personal contract, we think the complainant is entitled to a decree cancelling the instrument, and enjoining the action at law; and it is so ordered.
Michels v. Olmstead, 14 Fed. Rep. 319.