West End Manufacturing Co. v. P. R. Warren Co.

198 Mass. 320 | Mass. | 1908

Rugg, J.

This is an action of contract for goods sold and delivered, which, under the designation “Manila lined chip,” were ordered of the plaintiff by the defendant by mail. The letter referred to accompanying specifications and gave shipping directions and a statement of the purpose of the defendant to have the roll stock coated. There were four sets of specifications, each giving quantity, size, weight and price, and describing the goods ordered only as “ Manila lined chip.”

There were interviews between representatives of the plaintiff and of the defendant several weeks before the order was sent, at which samples were shown and the grade of board was discussed. There was some evidence tending to show that the sale was by samples. Both parties to these conversations testified that the goods delivered were as good as the sample, and this was not contradicted. It was undisputed that there are two qualities of Manila lined chip, one, which does not bend at all, and the other, which bends more or less according to grades. The defendant asked its general manager whether he ordered the board for stiff boxes or folding boxes, offering to show that it was ordered for the specific purpose of making folding boxes, and that it was to have more folding qualities. This offer, technically construed, might mean the undisclosed purpose of the buyer, but its more natural import is that such purpose was disclosed to and assented to by the seller, and it seems to have been so understood by the judge, who ruled that that issue was not presented.

This being an action for the price of goods sold and delivered, it was open to the defendant under its general denial to show that the contract proved by the plaintiff was not the contract in fact made, in that goods of a different character were the subject of the sale. The offer raised this issue. Rodman v. Guilford, 112 Mass. 405.

It has not been argued that the written order of the defendant constituted such a contract in writing as to exclude all oral evidence respecting it. This position could not be maintained successfully. The order contains no reference to the samples, nor to the particular grade of Manila lined chip, which was desired. If these matters were agreed upon at a previous meeting between the representatives of the parties, for the purpose of applying to a future transaction, it was competent to show it, although the particular order was in writing. Leavitt v. Fiberloid Co. 196 Mass. 440. There was some evidence from the manufacturer of the goods that the specifications meant bending board intended for a collapsible box. If this be so, it was competent for the defendant to explain their terms, so as to show that, to one familiar with them, there would be no mistake in their meaning. Yet with this fact in evidence, the judge prevented the inquiry whether the stock delivered was merchantable for folding boxes. If the order itself, when interpreted as it was understood by those familiar with the trade, meant goods to be used in making folding boxes, the defendant had a right to show that the goods delivered did not correspond with the description contained in the specification. The other issues raised did not blot out this one, which the defendant attempted to raise. Even though the goods were bought by sample, it may have been that the sample did not upon ordinary inspection disclose inadaptability for use in the manufacture of folding boxes, and that still, although corresponding to the sample, it was open to the defendant, according to the terms of that portion of the agreement contemporaneous with showing the samples, to require, under his contract, materials, which were suitable for a particular purpose. Drummond v. Van Ingen, 12 App. Cas. 284.

There was strong evidence tending to show an acceptance of the goods. But this is not conclusive, as it may be that the terms of the order, if explained, or the representations at the interviews when the samples were exhibited, would show an agreement as to the quality of the goods, which would survive an acceptance and give the defendant rights in this action, notwithstanding his conduct in having a part of the goods coated. If by the agreement of parties goods are to be manufactured or sold by a dealer for a particular purpose, there is an implied warranty or, speaking more accurately, an implied condition (Randall v. Newson, 2 Q. B. D. 102, Leavitt v. Fiberloid Co. 196 Mass. 440) that they are fit for that purpose. Hight v. Bacon, 126 Mass. 10. Jones v. Just, L. R. 3 Q. B. 197, 207. Farrell v. Manhattan Market Co., ante, 271. Mere knowledge of intent to make a particular use is not alone sufficient to raise a condition or warranty. Under the circumstances of this order and sale, what warranty was to be implied could be determined only by a full inquiry as to what was said when the samples were shown and the negotiations had, upon the basis of which the order was sent, and as to what was the meaning of words employed in the specifications. The ruling of the judge preeluded the defendant from going into these matters. Leavitt v. Fiberloid Co. 196 Mass. 440.

There also was error in the ruling as to acceptance. Four different sets of specifications were sent by the plaintiff to the defendant, two of which related to stock in rolls, and two to stock in sheets. Each specification was complete in itself, as to size, quantity and price. The shipping directions requested that the sheets be loaded in the car first, and the rolls placed in the space between the doors, for the reason that the carload, containing both sheets and rolls, was to be shipped to the Whittemore Manufacturing Company at Holyoke, and the rolls there coated, and that arrangements were to be made to permit the car to remain on the siding of the Whittemore Manufacturing'Company until the process of coating was completed and then to have the whole forwarded to the defendant in Boston without reloading the sheets. Under these circumstances it might have been -understood by the parties that the contract was severable as to the different grades of chip. This was neither the sale of a single lot nor of several distinct articles for a single price, but it was a sale of different articles with" a specified price for each. So far as appears, it may have been a mere coincidence that the price per ton for the stock described in each specification was the same. The contract made falls within the rule laid down in Young & Conant Manuf. Co. v. Wakefield, 121 Mass. 91, and Raphael v. Reinstein, 154 Mass. 178, instead of Clark v. Baker, 5 Met. 452. See Holmes v. Gregg, 66 N. H. 621. Pierson v. Crooks, 115 N. Y. 539. This being so, upon seasonable inspection after arrival at the defendant’s place of business in Boston, it might reject the sheets if found not to comply with the contract, although by its course of dealing with the rolls in having them coated without inspection, it might be precluded from rejecting them. If it should be found respecting the rolls, that there was no such warranty of quality as survived acceptance, such dealing with them by the defendant might constitute an acceptance in the sense of recognition that they satisfied the terms of the contract. See Perkins v. Bell, [1893] 1 Q. B. 193. Before the delivery in Boston there had been no acceptance of the sheets, provided the contract was severable and not entire.

It is not necessary to discuss the requests for rulings presented by the defendant, for they may be immaterial upon a new trial. Many of them are disposed of by the principles stated in Leavitt v. Fiberloid Co. 196 Mass. 440.

Exceptions sustained.