174 Mass. 175 | Mass. | 1899
The defendant contends that it merely acquired an option to have such forgings as it might choose to furnish material for, and order, produced by the plaintiff at his shop during the period specified in the contract, and that its own refusal and failure to furnish materials and call for-work was not a breach of the contract. But" the language of the instrument indicates more.. The defendant, "for the period of a year the beginning of which when the "contract was made was some two months in the future, “ employs ” the plaintiff, an individual shóp-owner, “ to produce certain drop forgings ” at his own plant and shop. The plaintiff “ hereby agrees to and does hereby accept said employment, and agrees to give during said period ” to the defendant “ the full and entire use of his said plant and shop,” save one drop hammer, the use of which he reserves “ for forging wrench forgings only,” and he also agrees to - furnish" at -his -own expense all machinery, tools, and imple
While the true meaning of the document is not easy to determine, and depends much upon the emphasis to be given to its respective parts, a majority of the court are of the opinion that it must be so construed that under the agreed facts the plaintiff has a right of action. As we construe the language, there is in the document a positive hiring of the plaintiff by the defendant for a year, explicitly accepted by the plaintiff, and a distinct agreement that the plaintiff shall also give the defendant the full and entire use for the year of his plant and shop, reserving only the right to use one drop hammer in forging articles of but a single kind. Such language could not have been used to merely confer upon the defendant an option to have as much or as little work done at the plaintiff’s shop as the defendant might choose and at prices to which the plaintiff must agree. Whatever meaning is to be given to the word “ certain ” in the phrase “ to produce certain drop forgings,” it is going too far to say that it marks the contract as one meant merely to give the defendant an option. The rest of the instrument, as the part already considered, indicates that the parties expected that the shop would be operated continuously, and the contract may fairly be construed to require that it should be so operated, and that each party agreed to do what was incumbent on it to have the shop so operated. The amount of material to be furnished and the amount of product to be turned out are to be
In the opinion of a majority of the court, the proper construction of the instrument is that the defendant was bound by it to keep the plaintiff and his shop employed during the year, unless the plaintiff should upon request unreasonably refuse to come to a mutual agreement as to prices, or should otherwise break the agreement. See Carnig v. Carr, 167 Mass. 544; The Queen v. Welch, 2 El. & Bl. 357; Pilkington v. Scott, 15 M. & W. 657; Hartley v. Cummings, 5 C. B. 247; Whittle v. Frankland, 2 B. & S. 49; Aspdin v. Austin, 5 Q. B. 670; Dunn v. Sayles, 5 Q. B. 685.
The absence of the defendant’s corporate seal from the contract does not affect the plaintiff’s right to maintain this action.
Judgment for the defendant set aside.