Oelricks v. Ford - 64 U.S. 49 (1859)
U.S. Supreme Court
Oelricks v. Ford, 64 U.S. 23 How. 49 49 (1859)
Oelricks v. Ford
64 U.S. (23 How.) 49
Where there was a written contract for the delivery of a certain number of barrels of flour at a given price, to be delivered within a named time at the seller's option, and evidence was offered by the purchaser of an usage existing that a margin should be put up, the court below was right in refusing to, allow this evidence to go to the jury because it was too indefinite and uncertain to establish an usage.
And moreover, if the usage existed, the proof would have been inadmissible to affect the construction of the contract, in which there was no ambiguity or doubt on the face of the instrument.
Any parol evidence of conversations or of an understanding of the parties that the contract was made subject to such an usage was inadmissible, as these were merged in the written instrument.
The contract was made in Baltimore, between the purchasers and an agent of the seller, the seller residing in New York. The latter, and not the agent, was bound to bring the suit, as the character of the agent was disclosed on the face of the contract. There is no distinction in the principle governing agencies of this description between the cases of a home or foreign principal.
This was an action of assumpsit brought by Ford, a citizen of New York, against Oelricks & Lurman, merchants of Baltimore, upon a contract in writing made by the defendants, who agreed to purchase from Bell, agent for Ford, ten thousand barrels of flour, deliverable at seller's option at the prices
and upon the terms stated in the contract, which is fully set forth in the opinion of the Court and need not be repeated. Ballard was the broker who made the contract on behalf of Oelricks & Lurman.
The evidence given upon the trial by the plaintiff and defendants was very voluminous, and was both oral and written.
The points of law which arose in the case will be manifest from the prayers to the court offered by the counsel for the plaintiff and from the instructions to the jury given by the court, which were as follows:
1. That the evidence in this case is insufficient to authorize the jury to find that there is an usage in the City of Baltimore with regard to contracts for the sale of merchandise to be delivered at a future time by which the defendants were authorized to annul the contract bearing date the 7th November, 1855, given in evidence, upon the failure of the plaintiff to put up a margin in money, as security for its performance, in compliance with the demand contained in the letter of the witness, Ballard, to J. W. Bell, of the 21st December, given in evidence.
2. That such an usage, if found by them to exist, is invalid and not binding, because it is unreasonable.
3. That evidence of such an usage, if it should be established by competent evidence and be held reasonable by the court, is inadmissible in this case because it contradicts or waives the written contract dated the 7th November, 1855, given in evidence.
4. That if the jury find that before the 21st day of December, 1855, J. W. Bell had left the City of Baltimore without authorizing any person to represent him in his absence, and have never since returned, the letters of the witness, Ballard, of the 21st and 24th December, 1855, left at the former place of business of said Bell, as proved by the said Ballard, did not affect the plaintiff with notice of the demand for a margin mentioned in said letters, even if, under any usage or contract, the defendants were authorized to make such demand.
5. That if the jury find that the witness, Ballard, reduced the said contract, dated the 7th November, and given in evidence,
to writing, at the request of the defendant Lurman, and that said Ballard signed two copies of the same and procured the approval of the defendants, and of Bell, as agent of the plaintiff, to the same, by their signatures thereto, and delivered one of the said contracts to the defendants, and the other, which has been given in evidence by the plaintiff, to said Bell, and shall further find all this was done on the 23d November, 1855, after the interview at the Exchange between the defendant, Lurman, and the said Bell, spoken of by the witness, Ballard, and shall also find that at said interview the defendant Lurman declined to have the clause inserted in said contract having reference to putting up a margin, and if the jury find that said Bell, upon the 12th and 15th December, delivered 2,000 barrels of flour under said contract, which were received by the defendants and paid for by them, and if the jury shall further find that the plaintiff offered to deliver, and was prepared and willing to deliver, the balance of the 8,000 barrels contracted to be delivered under said contract at the times and at the prices testified to by the witnesses of the plaintiff, and that the defendants refused to receive the same, then the plaintiff is entitled to recover in this suit the difference between the price of flour mentioned in said contract $9.25 and the market value of the parcels of flour tendered by the plaintiff on the days on which they were respectively tendered, with interest thereon from such periods respectively. But the court rejected the prayers of the plaintiff, and each of them, and in lieu of them granted the following instructions to the jury:
"1. If the jury shall find from the evidence in this case that the defendants entered into the written contract dated the 7th of November, 1855, which has been offered in evidence, and that the plaintiff offered to deliver to the defendants in the months of January and February, 1856, eight thousand barrels of flour in pursuance of the stipulations of said contract and in the mode therein pointed out, and that when said offers were made by the said plaintiff, he had the requisite amount of flour to comply in good faith with said offers, and could have delivered the same if the defendants had been
willing to receive the same, and shall further find that the defendants wholly refused to receive and pay for said flour according to the terms of said contract, then the plaintiff is entitled to recover such damages as the jury may find from the evidence he has suffered from said refusal of defendants to execute the said contract on their part."
"2. The rule of damages in this case is the difference between the contract price of the flour and the market value in the City of Baltimore of the same on the several days on which the plaintiff offered to deliver the same in accordance with the provisions of said contract, with interest on such sum in the discretion of the jury."
To the granting of which instructions the defendants prayed leave to except, and upon this exception the case came up to this Court.