Dutton v. Gale Manufacturing Co. , 4 N.Y. St. Rep. 410 ( 1887 )

Bradley, J.:

The main question is whether the terms of the contract made between Harris and the defendant, of February 10, 1883, were applicable to the transactions between them, after the expiration of the term expressed in it, so as to govern their rights of property in the goods in question, which were furnished and delivered by the defendant to him in 1884 and not paid for. The contention on the part of the plaintiff is that, by its terms, the written contract ceased to be operative on the 1st of January, 1884, and that its provisions could not be continued beyond that prescribed period without an express agreement or understanding to that effect; and that when goods were thereafter furnished and delivered by the defendant to Harris upon his order without qualification, and his notes taken for them, the title passed to him which was taken by the assignee. The property was furnished to and obtained by Harris to sell within certain limits prescribed by the contract, within which his right to sell was granted by the defendant; and if it may be assumed that the right of Harris to sell the plows depended upon the grant in the contract referred to, his sales in 1884 were without right unless afforded by the continuance of such grant. It does not appear that further arrangement was expressly made between the parties to it, or that he sought to sell in any other than the prescribed territory. A relation with a view to the supply on certain terms of property by one party, for the purpose of sale by another, was formed by their contract for a limited period only, and, notwithstanding its expiration, they continued to proceed in like manner, and apparently with a view to the same purpose.

The question arises whether there is opportunity to infer any intention, common to the parties, or whether there is any implied understanding which the law will apply in such a case. The terms of the contract of 1883 are not such as to preclude the presumption that they intended to continue upon the same terms as those they had initiated by their written, contract. And the implication or presumption is, that they did so proceed after the expiration of the period defined by it for its operation until something appears to the contrary. (Vail v. Jersey L. F. M. Co., 32 Barb., 564; Huntingdon, v. Claffin, 38 N. Y., 182; Ross v. Hardin, 79 id., 84 ; Wallace v. Floyd,, 29 Penn. St., 184; Ranch v. Albright, 36 id., 367.)

Tlie evidence permitted the inference to that effect, and fairly supported the conclusion of the referee in that respect, that the terms of the contract of February, 1883, between the defendant and Harris were earned into their transactions of 1884, and that their rights must be determined accordingly. This view requires the conclusion that the title to that portion of the plows, etc., in question, delivered in 1884, was in the defendant, and substantially disposes of all the exceptions taken upon the trial, and to the conclusions of the referee and to his refusals to find.

The judgment should be affirmed.

Haight and Angle, JJ., concurred.

Judgment affirmed.