144 Me. 49 | Me. | 1949
Defendant’s exceptions in this case, heard by a single Justice of the Superior Court without the intervention of a jury, with the right of exceptions reserved on questions of law, allege as errors that there was no consideration for what was found to be a contract justifying the recovery allowed and that the provision of that contract for the payment of the $400 awarded as liquidated damages imposed a penalty having no connection with actual damages, none such having been suffered.
A breach of contract by the defendant is undoubted, if there was a contract. The plaintiff is an automobile dealer, holding the Studebaker franchise, so-called. The defendant ordered a Studebaker car on August 16, 1946, signing a New Car Order and making a deposit of $50 against a purchase price which could not be determined until a car was available for delivery and decision was made as to what extra equipment, if any, was to be installed. The order was not binding upon the plaintiff until accepted by one of its officers, but there was express recital that the plaintiff might retain “deposits sufficient to cover liquidating damages” if it was cancelled by the defendant. When the order was signed the plaintiff was not requiring those to whom cars were sold to contract against their resale within a stated period, but that policy had been adopted some months prior to the sale in question.
The defendant’s order was never accepted by the plaintiff unless acceptance is to be inferred from the fact that approximately 20 months after it was signed the plaintiff notified the defendant that a car was available. The date of the notification is not given in the testimony but the defendant’s wife called at the plaintiff’s place of business on Thursday, June 17, 1948, saw the car and ordered extra equipment. On June 19, 1948, the defendant wrote the plaintiff saying that he would be unable to take the car and would appreciate being advised when another was available.
The action was brought on the contract, quoted verbatim in the declaration. According to a recital of its preamble the defendant executed it “as a part of the consideration” of the sale. The plea was the general issue with a brief statement describing the instrument signed as “a document” and alleging that it was signed after the purchase of the car was completed; that it “provides for a penalty”; and that the plaintiff “has suffered no damages.”
While two issues are raised, one of them must be resolved within the established principles that factual decisions made by a trier of facts are conclusive, if there is any evidence to support them, Chabot & Richard Co. v. Chabot, 109 Me. 403; 84 A. 892; Graffam v. Casco Bank & Trust Co., 137 Me. 148; 16 A. (2nd) 106; and that where no specific findings are made it must be assumed that a decision carries such findings as are necessarily involved in it. Chabot & Richard Co. v. Chabot, supra. This disposes of the consideration issue. Assuming that the evidence would have supported a finding that the defendant had purchased and paid for the car before signing the contract restricting his right of resale, to bring the case within the principle controlling such decisions as White v. Oakes et al., 88 Me. 367; 34 A. 175; 32 L. R. A. 592; there can be no doubt that it gives adequate support to the opposite finding implicit in the award, i. e. that the sale and the signing of the contract constituted a single transaction.
The considerations which are controlling in determining whether a contract carries an enforceable provision for liquidated damages or an unenforceable penalty have been well stated by this court in Dwinel v. Brown, 54 Me. 468, and Burrill v. Daggett, 77 Me. 545; 1 A. 677. See also Maybury v. Spinney-Maybury Co., 122 Me. 422 at 434; 120 A. 611 at 616, where an obvious typographical error in the opinion in Dwinel v. Brown, supra, is noted. The facts of the instant case are typical of those which justify agreement for the payment of liquidated damages, since the elements of damage are difficult of measurement in terms of money, particularly those which relate to losses in good will and future business. The decision of the single justice that the contract in question liquidated the damages instead of imposing a penalty on the defendant was fully justified.
It seems unnecessary on the particular facts to consider to what extent, generally, contracts purporting to limit the right of a purchaser of personal property to resell it without restriction should be recognized as lawful, or be declared unenforceable as intended to impose unlawful restraints. The particular contract dealt with personal property which was for a long period of time the subject matter of public regulatory authority in transactions between the manufacturer, or its distributing agents, such as the plaintiff, and the original purchaser. Courts cannot be unaware
Exceptions overruled.