290 Mass. 207 | Mass. | 1935
The plaintiff claims damages for the alleged breach by the defendant of a contract to buy from the plaintiff eight thousand cartons of paper shoe boxes.
On July 29, 1929, an interview took place at the defendant’s place of business between one Green, the plaintiff’s general manager, and E. R. Apt and Arthur Apt representing the defendant. At that interview and as a result of the negotiations which then took place Arthur Apt made out and handed to Green the following “purchase order”:
E. R. APT SHOE COMPANY Purchase order
Manchester, New Hampshire
Date, July 29-29 A N° 7827
To Royal Paper Box Co This number must appear on
5 Appleton St Boston your invoice, package and correspondence
PLEASE ENTER OUR ORDER AS FOLLOWS.
0331 Ship via neecM^ ™ Department Packing Terms 7% 10 days.
Quantity Description Price
Requirements for Balance of year to Jan 1 — 1930
Approximate estimate
4000 #8 shu-stiles label 1 25
"8 ia S3 ti 'O pq o
4000 Apt Special-* 1 23' “ 1 35
Wrapped boxes as original sample
CONDITIONS
1. Acknowledge order and state when you will ship. By..................
2. Deliver no goods without a confirmed order.
3. We reserve right to cancel, refuse or return Confirmed by Merchandise not delivered as specified. Arthur Apt
Upon the case thus presented the judge was justified in finding that “the only contract made between the parties is by the defendant’s written order of July 29, 1929, and its acceptance by the plaintiff’s letter of July 30.” His further finding that Green “was told that he was getting an order for eight thousand cases anyway and there might be a few more than eight thousand cases” is not inconsistent with the finding first quoted. There was evidence that this was an estimate of the number likely to be needed based upon the defendant’s past experience and orders for shoes then on hand. The purchase order of July 29 and the acknowledgment of July 30 indicating its final acceptance by the plaintiff are adequate and sufficiently definite to evidence a complete and enforceable contract on the terms set forth in the purchase order. Cabot v. Winsor, 1 Allen, 546, 549. Remick v. Sandford, 118 Mass. 102. See also Thomas v. Barnes, 156 Mass. 581, 583.
The purchase order is to be construed by the court with reference to the circumstances under which it was given and accepted. Smith v. Faulkner, 12 Gray, 251, 255. We think the dominant words are “Requirements for Balance of year to Jan 1-1930” and that those words are not eon-
The defendant accepted only one thousand two hundred six cartons of boxes, but there was no evidence that it failed to take and to pay for as many of the boxes of the type contracted for as it required for the balance of the year to January 1, 1930. The finding for the defendant was therefore proper.
Exceptions overruled.