281 F. 830 | 3rd Cir. | 1922
The question in this case is the construction of the agreement printed in the margin.
We are of opinion the court erred in its construction of the contract. The purpose of this contr-act was selling by Brimfield and buying by Taggert, viz.: “William W. Brimfield agrees to sell and William R. Taggert agrees to buy.” The subject of sale was gravel, viz.: “Gravel of the type known as ‘Cedar Lake’ for foundry purposes.” The amount was from 10,000 to 25,000 tons, viz.: “In the amount of the minimum of 10,000 tons and a maximum of 25,000 tons.” The price was $1 a ton and time of performance one year from date.
Contracts of this general type are common, where a manufacturer has to provide in advance for a supply of some needed material, the exact amount of which he cannot then specify. In this uncertainty, he names a minimum, which on his part he positively agrees to take, and he names a maximum up to, but not beyond, which the seller is bound to furnish. In this way, both parties are protected. The seller has insured an absolute sale of a definite, minimum amount, which the buyer is bound to take, no matter whether he'needs it or not. So, also, in consideration of such present minimum sale, which the seller then makes, he agrees on his part to furnish a further quantity up to the maximum, if the buyer requires it. So, in construing the present contract, every provision of it is given effect, and the obligation of Brimfield to sell up to the maximum and of Taggert to buy up to the minimum stand on a plane of reciprocal equality.
Holding, as we do, the court below erred in its construction of the contract, its judgment is reversed, and the case remanded for further procedure in accordance with this opinion»
“This agreement, made on this 8th day of August, A. D. 1919, between William W. Brimfield, of Blue Anchor, New Jersey, and Merrill R. Taggert, of the city of Philadelphia, and state of Pennsylvania, witnesseth: That