Seitz v. Brewers' Refrigerating Machine Co.
141 U.S. 510 (1891)

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U.S. Supreme Court

Seitz v. Brewers' Refrigerating Machine Co., 141 U.S. 510 (1891)

Seitz v. Brewers' Refrigerating Machine Company

No. 81

Argued October 29, 1891

Decided November 9, 1891

141 U.S. 510

Syllabus

When a contract is couched in terms which import a complete legal obligation, with no uncertainty as to the object or extent of the engagement, it is, in the absence of fraud, accident or mistake, conclusively to be presumed that the whole engagement of the parties and the extent and manner of their undertaking were reduced to writing.

Whether the written contract in this case fully expressed the terms of the agreement between the parties was a question for the court, and silence on a point that might have been embodied in it does not open the door to parol evidence in that regard.

When a known, described and definite article is ordered of a manufacturer, although it be stated by the purchaser to be required for a particular purpose, yet if the known, described, and definite thing be actually supplied, there is no warranty that it shall answer the particular purpose intended by the buyer.

The case was stated by the court as follows:

This was an action brought by the Brewers' Refrigerating Machine Company against Michael Seitz upon the following contract:

"This agreement, made this 11th day of January, A.D. 1879, between the Brewers' Refrigerating Machine Company of Alexandria, Va., party of the first part, and Michael Seitz, of Brooklyn, N.Y., party of the second part, witnesseth that the party of the first part hereby agrees and contracts to supply the party of the second part with a No. 2 size refrigerating machine, as constructed by the said party of the first part, by the 15th day of March next, or as soon thereafter as possible, the machine to be delivered at the depot or wharf in Philadelphia, Penn., and to be put up and put in operation in the brewery of the said party of the second part at 258-264 Maujer Street at Brooklyn, E.D., N.Y., under the superintendence

Page 141 U. S. 511

of a competent man furnished by the said party of the first part. The party of the second part hereby agrees and contracts to pay to the said party of the first part for said machine the sum of nine thousand four hundred and fifty dollars ($9,450.00) in manner as follows, namely, four thousand seven hundred and twenty-five dollars ($4,725.00) on the day when the machine is put in operation at the brewery of the said party of the second part, and the balance of four thousand seven hundred and twenty-five dollars ($4,725) in three equal installments; that is to say, one thousand five hundred and seventy-five dollars ($1,575.00) for each installment, payable, respectively, in one, (1), two, (2), and three (3) months after the day when the machine is put in operation at the brewery of the said party of the second part, for which installments the said party of the second part agrees and contracts to give his notes on the day last mentioned."

The complaint, after setting forth the execution of the contract on the 11th of January, A.D. 1879, alleged compliance therewith in every respect by the plaintiff, and breach of the promise to pay the purchase price.

The defendant stated in his answer, among other things,

"that the machine placed in defendant's brewery was worthless, and incapable of operating to produce the results represented by plaintiff to this defendant as an inducement to enter into the aforesaid agreement; that said machine has not been accepted by this defendant, nor operated, or attempted to be operated, by defendant, his agents, employees, nor any other person acting by or under his authority, and did not pass out of the control of the plaintiff; nor has the said machine been used by him in his said brewery, because said machine was worthless, and incapable of serving any useful purpose therein."

And defendant also averred, by way of counterclaim, that he had sustained damages by reason of false and fraudulent representations by plaintiff as to what the machine would accomplish, in reliance upon which he had permitted his brewery to be subjected to the action of said machine, and suffered loss accordingly.

Page 141 U. S. 512

Upon the trial before the circuit judge and a jury, plaintiff proved that a No. 2 size refrigerating machine, as constructed by the Brewers' Refrigerating Machine Company, was supplied defendant, and put up and put in operation in his brewery by it in accordance with the terms of the contract.

Defendant thereupon asked to amend his answer, "to set up that defendant entered into that contract by reason of fraudulent representations on the part of this company." The amendment was allowed, and was in substance that plaintiff represented that the machine was capable of cooling certain rooms in the brewery which had been examined by plaintiff; but the machine, when set up and operated, was not so capable, and failed to perform the work for which, upon the representations of the plaintiff, the machine had been contracted for by defendant; that defendant contracted to purchase the machine upon the guarantee by plaintiff to defendant that it would cool certain rooms, and it was upon that guarantee alone that defendant entered into the contract; that defendant entered into the contract upon the representations of the plaintiff to the effect that the No. 2 machine referred to in the contract set forth in the complaint would cool and was capable of cooling a space of 150,000 cubic feet of air continuously to a temperature sufficiently low for the purpose of brewing or manufacturing beer in the defendant's brewery or premises, that is to say, to a temperature in the neighborhood of 40

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