Galloway Coal Co. v. Hunter ( 1901 )

Boothe, Special J.,

delivered the opinion of the court.^*

George S. Green, being involved in debt, insolvent, and unable safely to transact business in his own name, entered into the coal and wood business in the city of Jackson, Miss., as agent for his wife, Margaret E. Green. Having no credit, George S. Green, in the year 1897, secured from appellee, John E. Hunter, a written guaranty to appellant, the Galloway Coal Company, that he would pay any amount for coal furnished Green for that year, not to exceed $400, at the end of the coal season. This instrument was signed alone by John F. Hunter, and accepted by the Galloway Coal Company; and George S. Green embarked in the business as agent for Margaret E. Green. In July, 1898, appellant desired something more than a guaranty before it would undertake to furnish coal to George S. Green for that year; and its agent informed Green that his name, as well as that of the appellee, should be signed to any written undertaking that might be made for a continuance of their business relations. George S. Green thereupon copied the letter upon which his credit for the year before was based, except that “we” was substituted for “I,” and “1899” for “1898;” and this letter was written upon a sheet of paper having the following words and figures printed at the top of the same: “Office of George S. Green, Agent, Wholesale and Retail Coal and Wood Merchant, No. 428 S. State Street, Jackson, Miss.” The letter is as follows:

“Jackson, Miss., July 14th, 1898. Galloway Coal Company, Memphis, Tenn. — Gentlemen: Mr. George S. Green, of this city, desires to engage in the coal business,- and to buy his coal from your company. If you will sell to him, we will, for value received, be responsible for and pay any amount he fails to pay, not to exceed $400.00. That is to say, he will buy from time to time, and pay along as he can; and we will pay you any balance that he may owe you between this date and April 1st, 1899, not to exceed $400.00. Yours truly, J. E. Hunter. George S. Green, Agent.” Green, however, did not sign at the same time and place that Hunter did. Appellant replied as follows: “Memphis, Tenn., July 15th, 1898. Mr. George S. Green, Agent, Jackson, Miss. — Dear Sir: We have your letter of the 14th, containing security which is satisfactory. Yours truly, B. A. Wells, Secty. & Treas.” J. F. Hunter, by letter of April 15, 1899, was notified by appellant that there was a balance due by George S. Green, agent, of $196.84, and requesting payment. This letter was acknowledged by J. F. Hunter, who said: “Of course, I understand that, if he don’t pay the bill, that you can hold me for it, and I will pay it if he does not,” and said he would see Green about it.

It is proper for the court to look to the circumstances attending the contracting parties, as well as the terms of the contract itself, to learn the purposes and objects contemplated, as aids to a correct understanding of a particular part supposed to be equivocal or doubtful. Pratt v. Cotton Co., 51 Miss., 470; Tufts v. Greenewald, 66 Miss., 360 (6 So. Rep., 156); 14 Am. & Eng. Ency. Law (2d ed.), 1144; Stanley v. Miles, 36 Miss., 452. George S. Green for a time lived near appellee. They were friends, and had known each other for many years. The coal business conducted in the name of Geo. S. Green, as agent for Margaret E. Green, ivas public and open from the beginning. In front of the place of business was the sign, painted, “Margaret E. Green. George S. Green, Agent,” and in the office there was a placard of the same sign. In the light of all the circumstances in the case, we are forced to the opinion that the undertaking by J. E. Hunter was a suretyship, and not a mere guaranty, and that, according to all the evidence, appellant is entitled to recover the amount sued for.

Reversed and remanded.

* Judge Calhoon having been of counsel in the case before bis appointment to the bench, took no part in the decision of the case; he recused himself aud J. B. Boothe, Esq., was appointed by the govérnor, as special judge, to preside in his place.