Le Blanc v. Godchaux Co. , 152 La. 405 ( 1922 )

PORTER, J.

Under a written contract, dated May 20,1918, wherein the price of sugar cane was fixed at “ninety-five (95) cents per ton for each cent and fraction thereof in proportion of the weekly average price of prime yellow clarified sugar as sold on the New Orleans sugar market during the week of delivery, said weekly average price to be established by the secretary of the Louisiana Sugar and Rice Exchange of New Orleans” (italics ours), the plaintiff, Lufroid Le Blanc, sold and delivered to the defendant, Godehaux Company, Incorporated, 1,423.--5105 tons of sugar cane, on which the plaintiff claims there is due, as a balance of the purchase price, $254.08.

In accordance with the provisions of the contract between the parties, the secretary of the Louisiana Sugar and Rice Exchange, furnished them his certificate, reading in part, as follows:

“I hereby certify that the average price of prime yellow sugar sold on this exchange during the week ending this day was 8.50. * * * See note below.

“Attest: [Signed] D. D. Coleoek, Secretary, Per V.

“Note. — To effect sales of clarified and 96 test, an allowance from the above prices of an average of twenty points has been made this week to distributors, in accordance with section 2, circular 11, Louisiana Sugar Committee.”

Section 2 of circular 11 reads as follows:

“Any producer may secure the service of a dealer or broker to sell or distribute his sugar under'the rules and regulations of the federal Rood Administraton and may pay therefor any reasonable compensation not to exceed twenty-five cents per hundred pounds. Any broker or sugar dealer employed by the producer to dispose of his sugar shall not be permitted to divide his compensation or brokerage with, or pay any part of same, to the purchaser to whom he sells.”

Settlement for sugar cane sold by the plaintiff to the Godchaux Company, Incorporated, was made on the basis of 8.50 less 20 points, which defendant claims was the actual price at which sugar changed hands on the Exchange, and the amount the plaintiff seeks to recover is represented by the difference between that sum and 8.50, which plaintiff claims the secretary’s certificate shows was the selling price of sugar during the week in question.

The trial court rejected oral testimony offered by the defendant to show the selling-price of sugar on the Exchange, but, being of the opinion that the certificate of the secretary of the Sugar Exchange showed that the price of sugar was 8.50, less 20 points, plaintiff’s demands were rejected. This judgment was affirmed by the Court of Appeal, parish of Orleans, and is now before this court on a writ of review.

The parties in their written contract agreed that the price of sugar was “to be established by the secretary of the Sugar and Rice Exchange,” but the manner in which the secretary was to establish the price was not mentioned. In fact, he established the price in the form of a certificate, and in paragraph (6) of “Agreements and Admissions” of the parties,, the defendant admitted that the certificate in question was the one “referred to in the contract between the plaintiff and the defendant.” Since the parties, in their written contract, agreed upon the source and manner of evidence that was to determiné one of the terms of their contract, they are bound by this agreement, in the absence of any claim of fraud, error, or mistake, and parol evidence offered to contradict the terms of the secretary’s certificate was properly rejected by the trial judge.

When the secretary of .the Sugar and Rice Exchange stated in his certificate to the parties that: “an allowance from the above prices of an average of twenty points has been made this week to distributors, in accordance with section 2, circular 11, Louisiana Sugar Committee,” he made section 2 of circular 11, which is quoted in full, supra, just as much a part of his certificate ¡as if he had set it out in its entirety in the certificate itself.

A careful consideration of the secretary’s certificate, together with section 2 of circular 11, which in effect is a part of the certificate, leads to the conclusion that the secretary certified to. the fact that sugar sold for 8.50; that a sugar manufacturer or “producer” was given the right to “secure the service of a sugar dealer or broker to sell or distribute” the producer’s sugar; that the sugar producer might pay such “broker” brokerage or “compensation” not to exceed 25 cents per 100 pounds; and that such broker was prohibited from dividing his compensation with the purchaser of the sugar. In short, the sugar producer was permitted to pay a brokerage to the person moving his sugar. It was, according to the plain terms of the circular of the Louisiana Sugar Committee, the producer of the sugar who was to pay this brokerage, not the purchaser of the sugar. In the note appearing on the secretary’s certificate it is stated what this allowance was for, that is, a brokerage, and it was also therein stated who was to pay this allowance or brokerage, that is, the producer of the sugar. Nowhere is it stated that this brokerage was to be deducted from the fixed price of sugar, in order to determine its selling price. This is exactly the interpretation given the certificate and the circular by the defendant in paragraph (9) of its answer, wherein defendant admitted that the certificate and rule under consideration—

“contemplated the payment of a brokerage such as the broker himself received from the producer, and such brokerage was not taken into account in fixing a price.” (Italics ours.)

The defendant having dd&ucted a brokerage of 20 points from the price at which sugar actually sold on the Exchange, when according to a proper interpretation of the certificate, and its own judicial admission, no such deduction should have been made, defendant now owes the amount of such deduction, $254.08, with 5 per cent, per annum interest thereon from January 16, 1919; it being admitted by defendant that, if judgment went against it, and interest was found to be due, same should run from date mentioned.

For the reasons thus assigned, it is ordered, adjudged, and decreed that the judgment here made the subject of review, and that of the trial court which is thereby affirmed, be and the same are hereby annulled, avoided, and reversed.

It is further ordered, adjudged, and decreed that there be judgment herein in favor of the plaintiff, Lufroid Le Blanc, and against the defendant, Godchaux Company, Incorporated, in the sum of $254.08, with 5 per cent, per annum interest thereon from January 16, 1919, until paid; defendant to pay costs of all courts.

PROVOSTY, C. J., and ST. PAUL and LECHE, JJ., recused.