Thompson v. Thompson ( 1899 )

COLLINS, J.

I dissent from that part of the opinion in which it is held that there may be a subsequent modification of a storage receipt issued under the provisions of G. S. 1894, § 7646, by an independent verbal agreement. The purpose of the statute is to compel warehouse-men to put their contracts of storage in writing; and, unless the words “Not negotiable” are plainly stamped across the face of the instrument, its transfer and delivery are equivalent to a transfer and delivery of the property itself. Section 7649. It seems to me that the intent of the legislature was to prohibit and prevent the making of anything but a written contract. This decision will invite and permit the evasion of a very wholesome law. I concur on the other points decided.

BROWN, J.

I agree with Associate Justice COLLINS.

On January 31,1900, the court rendered the following decision:

LOVELY, J.

This case has, by the direction of the court, been reargued upon the single contention whether the verbal modification of the terms of certain warehouse receipts adopted subsequently to the execution and delivery of the same constituted valid and enforceable contracts under the warehouse laws of this state',

When the case was previously considered, two members of this court as then constituted — COLLINS and BROWN, JJ. — dissented from the view therein adopted by the majority, viz. that such parol modification might be legally entered into between the original parties, and that the contract, when so modified, might be enforced. But upon further reflection the court were not satisfied that sufficient importance had,, in their previous view, been attached to the public nature of the statute under which the receipts had been issued, or that public policy required these receipts to be made an exception to the usual common-law rule which permits written agreements to be changed by subsequent oral consent of the parties. We have fully considered the question involved, and are of the opinion that the ruling of the court upon the former hearing, in the respect referred to, cannot be allowed to remain as the authority of this court; while we adhere otherwise to the result therein reached.

It will not be necessary to set out either the statutes or the facts involved, as they are stated at length in the opinion of Justice CANTY on the former hearing. The particular provision of the warehouse receipts involved related to the charges for storage and the insurance of the grain describe^ therein, — matters which, under the terms of the statute (Gr. S. 1894, § 7646), are expressly required, by its very terms, to be “in writing/’ The amount of charges for storage under this law must be stated in the receipt when issued (in this case after the receipts were issued). The obligation to insure in the original contract by the warehouseman on one side was, as claimed, waived by the owner of the receipts upon condition that no charges should be made for storage, which agreement was evidenced only by the verbal understanding of the parties.

The necessity of enforcing the warehouse laws of this state, and particularly those portions providing for the storage of produce, cannot be easily exaggerated. The tickets designating the amount of grain, charge for storage, and the ownership of the property pass from hand to hand among our citizens, in ordinary commercial transactions, in lieu of the grain itself, and are symbolic both of the title which actually passes by such transfers and of the money value which the property is worth at any given time, constituting the warehouseman a bailee of the owner, and subjecting him to ■severe penal consequences should he make misstatements therein, or to prosecution for felony should he dispose of the property intrusted to his care without consent of the owner. In view of the extensive interests involved, which have excited the solicitude and received the constant and' earnest attention of the legislature to protect the agricultural interests of this commonwealth, as well as the danger of defeating the objects to be attained by the law, these statutory contracts of bailment should be in writing; should be definite and certain, not only when issued, but definite and certain as long as they continue to represent the title to the property, and so long as they stand for exact money values in the business transactions of daily life. It was a wise purpose of the legislature that led to the enactment of the warehouse laws of this state, and that required receipts issued thereunder to be in writing, and it was evidently the purpose of the lawmakers that no change of such contracts should be made subsequently, unless the same was also expressed in writing; for, while such receipts continue to be contracts of bailment, and negotiable, they should, for the same reasons, continue to be as certain and definite as writing can make them, and ought not to be changed by oral modifications that cannot but involve all transactions with them in uncertainty and confusion, and so destroy their efficiency for the purposes intended by the lawmakers.

There is abundant authority to support the view that a contract which public policy requires to be in writing cannot be changed or modified by parol. State v. Stevenson, 52 Iowa, 701; Sykes v. People, 127 Ill. 117, 19 N. E. 705; Teal v. Bilby, 123 U. S. 572, 8 Sup. Ct. 239; Seaman v. O’Hara, 29 Mich. 65, 66; Leonard v. Dunton, 51 Ill. 482; Brown v. Sanborn, 21 Minn. 402; Heisley v. Swanstrom, 40 Minn. 196, 41 N. W. 1029; Burns v. Fidelity Beal-Estate Co., 52 Minn. 31, 53 N. W. 1017. For the reasons above stated, we hold that the modification of these receipts, made subsequent to their execution, was invalid, and that these contracts must be interpreted upon their original provisions expressed in writing.

Judgment reversed, and new trial granted.