Fletcher v. Germain , 82 Mich. 247 ( 1890 )

Grant, J.

Plaintiffs brought suit to recover a balance of $373.27 due them for wire cloth " sold to defendant. Judgment in the court below was rendered for plaintiffs.

The judgment is admitted to be correct, unless the defendant is entitled to recoup damages for the violation of a contract alleged to have been made between the parties, by which it is claimed that plaintiffs agreed to buy of the defendant 500 dozen, or more, screen doors, at certain specified prices, to be applied in payment of wire cloth purchased from plaintiffs by defendant. Defendant insists that a written contract was made by correspondence between the parties, as above stated. Several letters passed between them, but it is contended by the defendant that two letters, one written by him to plaintiffs November 28, 1888, and the reply of the plaintiffs, written November 30, concluded the contract. The first-named letter is as follows:

“ Messrs. Fletcher, Jbnks & Oo.,

“ Detroit, Mich.

“ Gentlemen: Tours of the 11-27 received. We are satisfied to sell you 500 dozen, or more, doors, should you want them, at the price named by you, but will expect you to take any doors you give us specific orders for, which we think will be satisfactory to you, as we should not want to have order canceled after goods were made. Can you not give us about the percentage of doors you are likely to need so that we may be able to determine the amount of cloth we shall require? An early reply will oblige,

“Yours respectfully,

“E. Germain.”

The reply was as follows:

“■Edward Germain, Esq.,

“East Saginaw, Mich.

“Dear Sir: Replying to your favor of the 28th, you have our idea exactly, and your proposition is satisfactory. Would say that the specifications would run, so far as we can now tell, the same as last year. You can get the proportion of sizes from last season's business as nearly as we could give them to you. * * * *

“ Yours truly,

“Fletcher, Jenks & Co.”

Whatever conclusion might be drawn from these two letters, there is other correspondence showing the intent and understanding of the parties. The negotiations com menced November 20, 1888, by a letter from plaintiffs, in which they say:

“Please enter our order for coming season's wants on screen doors, not to exceed 500 dozen, at the following terms," etc.

Accompanying this was another letter, of the same date, containing an order for 247 dozen doors. To these letters defendant replied November 26, in which he says:

“Will enter your order for -247 dozen doors for stock, but would not care to take order for 500 dozen, giving-us the privilege of meeting any low price, or canceling any unfilled order, as we should not care to make any to-hold over. We will sell you the 500 dozen at the price you named, if you will send list of sizes you want, or will place your order for above amount."

To this plaintiffs replied' the following day, stating that they expected to sell 500 dozen during that year, and expected to sell defendant's doors altogether, but that it-would be impossible for them to specify the whole amount, until after their travelers had made a trip. They closed the letter with this language:

“ The whole thing summed up is, we want to give you our season's business, whatever it may be, on these goods, at this price. Is this satisfactory?”

Then followed the two letters first above given. This-ended the correspondence for that year. On May 9, 1889, defendant wrote plaintiffs asking for a list of sizes of doors they thought their trade would require, and stating-that he had about 300 dozen in stock, and should not-care to make any to hold over. To this plaintiffs replied, May 10:

“It would be impossible for us to make up an order now for what we want. We are not any more desirous of carrying over stock than yourself."

It is evident from this correspondence that no contract was made between the parties for, at least 500 dozen doors. It was a contract for so many as tbe plaintiffs sbonld need for tbe season^ wants. No other conclusion can, in our judgment, be reached. The circuit judge was correct in instructing the jury to find a verdict for the plaintiffs.

The judgment is affirmed.

The other Justices concurred.