Whitehead & Atherton Machine Co. v. Ryder

| Mass. | May 16, 1885

Holmes, J.

The defendant’s exceptions disclose nothing sufficient to enable us to deal with the first or third request for rulings. It does not appear that the parties agreed as alleged in the first, or that any evidence was offered to control or modify the contract to be gathered from the letters. We rather infer, so far as we can infer anything, that the conversations put in went simply to show that the defendant knew what the plaintiff’s work was before the letter relied on by the plaintiff was written. We see no ground for supposing that the case goes beyond the principles laid down in Stoops v. Smith, 100 Mass. 63" court="Mass." date_filed="1868-10-15" href="https://app.midpage.ai/document/stoops-v-smith-6415443?utm_source=webapp" opinion_id="6415443">100 Mass. 63; Miller v. Stevens, 100 Mass. 518" court="Mass." date_filed="1868-11-15" href="https://app.midpage.ai/document/miller-v-stevens-6415571?utm_source=webapp" opinion_id="6415571">100 Mass. 518 ; Keller v. Webb, 125 Mass. 88; S. C. 126 Mass. 393" court="Mass." date_filed="1879-03-11" href="https://app.midpage.ai/document/keller-v-webb-6419566?utm_source=webapp" opinion_id="6419566">126 Mass. 393; and Ollivant v. Bayley, 5 Q. B. 288.

The second ruling requested was wrong. The defendant’s letter in reply to the plaintiff’s order must be taken as a whole. It cannot be argued seriously that the contract was concluded by the words of acceptance in the first paragraph, and that whatever followed came too late. If the last sentence had contained a stipulation in favor of the defendant, — if, for instance, it had demanded a larger price, — obviously the so-called acceptance would have been a counter offer, which would have had to be accepted in its turn before a contract was made. The same general principle would apply if the so-called acceptance should offer more favorable terms to the buyer. When, however, as here, the order is consistent on its face with the term first appearing in the acceptance, oral testimony showing that the order contemplated that term may lead to the conclusion that no further communication was necessary to conclude the contract. But whether it was or not is immaterial in this case, for both parties agree that a contract was concluded in the terms of the letters. This being so, we cannot say that the words, “You may rely upon having a first-rate machine, which will do your work in a satisfactory manner,” were not more than mere words of commendation, or that, construed with reference to the facts, they did not constitute a warranty. When a representation of fact is made as an inducement to an oral purchase, no doubt the question whether it was relied on as a ground for purchasing may be material to the determination whether it is to be taken to enter into the contract as a term, or warranty. But when the contract is reduced to writing, the question whether certain expressions constitute a warranty is a matter of construction, and does not depend upon the representation or promise which they embody having afforded a preliminary inducement to entering into the contract. Every expression, which by construction is a term of one party’s undertaking, is presumed to be relied on by the other when he makes the contract. Edwards v. Marcy, 2 Allen, 486, 489.

There remains the question of damages. The fundamental principle in cases of contract is, that the plaintiff is entitled to recover such damages as reasonably may be supposed to have been contemplated by the parties, when making the contract, as the probable result of its breach, and as within the risk assumed by the defendant. Manning v. Fitch, 138 Mass. 273" court="Mass." date_filed="1885-01-12" href="https://app.midpage.ai/document/manning-v-fitch-6421487?utm_source=webapp" opinion_id="6421487">138 Mass. 273. This was not the case of an ordinary breach of warranty of quality upon the sale of an article of commerce. The machine was sold for use by the plaintiff in America. The warranty was that it would do the plaintiff’s work here, which, it seems, required a somewhat different machine from one fit for use in England. The precise scope and object of that warranty was that the plaintiff should attempt to work with the machine here, and until then the plaintiff could not know whether the machine would do its work or not. When the plaintiff found that the machine would not work as agreed, a natural and reasonable course was to attempt to put it into condition for use as warranted. The result of the defendant’s contention is, that when a man sells a machine with a warranty that it is fit for certain work in a distant place, for which it is known to be purchased, and the machine is worth its price in the market where it is made and delivered on shipboard, only nominal damages can be recovered, however unfit the machine may be for the purpose for which it is sold. This cannot be; and whether the expense of a reasonable attempt to adapt it to the contemplated use be regarded as a deduction from the actual value of the machine, or whether it be added as a distinct item of damages, it clearly ought to be allowed in some form, and enough is not- disclosed to enable us to say that the form adopted did injustice in this case. See Smeed v. Foord, 1 El. & El. 602. Exceptions overruled.