Woodbury Granite Co. v. Mulliken & Gibson , 66 Vt. 465 ( 1894 )

TYLER, J.

It appeared that on December 10th, 1888, Charles A. Watson, Lewis W. Voodry and Alfred E. Watson were the only stockholders in the plaintiff company; that they constituted its board of directors ; that Charles A. was president, Lewis W. vice-president and superintendent and Alfred E. clerk and treasurer.

The plaintiff claimed and its evidence tended to show that it sold the granite described in its specification on December 10, 1888, to the defendants individually by oral agreement, and by their directions delivered it to the Ryegate Granite Works.

The defendants claimed and their evidence tended to show that the sale and delivery were to the Ryegate Granite Works, a company of which defendant Mulliken was a director and defendant Gibson was superintendent; that negotiations for a purchase were begun at Woodbury, December 10, 1888, with the plaintiff, by D. W. Learned as president and the defendants as directors of the Ryegate Granite Works; that the negotiations were carried on by correspondence between the latter company and A. E. Watson as the plaintiff’s clerk and treasurer, acting in its behalf; that the terms of the contract were reduced to writing by Mulliken, and that a formal contract in duplicate was executed by the proper officers of both companies as of December 24, 1888, (Exhibits 3 and 4) and that the plaintiff subsequently accepted the notes of the Ryegate Granite Works in payment.

It was a material question whether the granite was sold and delivered under a verbal contract made December io, 1888, by and between the plaintiff and the defendants, as the plaintiff’s evidence tended to show, or whether the interview at Woodbury was a mere negotiation which resulted in the making of the written contract of date December 24.

The plaintiff’s evidence tended to show that said negotiations took place, and said letters of the plaintiff by its clerk and agent, Alfred E. Watson, were written by him in ignorance of the existence of the contract declared upon. The defendants claimed, and their testimony tended to prove, that said negotiations and correspondence occurred with full knowledge on the part of said Alfred E. Watson of all that happened at Woodbury, when and where the plaintiff ■claimed a contract of sale to the defendants individually was made.

The plaintiff’s evidence tended to show that Charles A. undertook to and supposed he did inform Alfred E. of the making of the alleged oral contract, but that the latter did not understand that a contract was claimed to have been made hy his two associate directors in December.

The defendants 9th request was as follows :

“If the defendants made a binding contract upon themselves in December with respect to the pay for the granite delivered, and the Woodbury Granite Co. subsequently made another contract by which the Ryegate Granite Works agreed to pay for the same granite by its notes, and the notes •of the Ryegate Granite Works were given to the plaintiff in accordance with the terms of the last agreement, the plaintiff cannot recover.”

We think this request contained a sound proposition of law. The court in its charge seems to have proceeded upon the ground that a subsequent sale of the same granite to the Ryegate Granite Works would not have vacated the sale to the defendants, if such sale was made, unless there was an agreement between the parties that the defendants should be released. But if the plaintiff sold the granite to the defendants, as it claims, and subsequently sold the same stock to the Ryegate Granite Company, it was then beyond its power to perform its contract with the defendants, and it would be estopped from claiming the sale and delivery to the defendants. There was exnor in not substantially complying with this request.

There was no ambiguity in the terms of the letter of Dec. 20, 1888, from Chax-les A. to Alfred E. Watson, and there was no occasion to resort to extrinsic evidence to aid in its-construction. By its terms it confei'red authoxdty upon Alfred E. to make the contract. It should have been so construed by the coux't and not have been submitted to the jury for construction.

We also think there was ■ ex'ror in submitting to the jury the question whether the letter heads gave Alfred E. real or apparent authority to contract in behalf of the plaintiff. The authority was in writing. There was no controversy as to the tex-ms of the authority. The court should have construed the heading upon the letters as matter of law. We think it clear that they conferred upon Alfred E. apparent if not actual authority to make the contract.

The court in its charge seemed to regard Alfred E. as. one pax-ty to the contract and Charles A. and Voodi-y as other parties. In fact the plaintiff was one of the parties to-be bound by the contract, and it was chargeable with all the knowledge that was possessed by any one of its three directors and agents. Therefox'e it was error for the court to hold that the plaintiff would not be bound by what Alfred E. did provided he acted through mistake or ignorance as to what his associate directors had done in making the contract. The plaintiff labored under no misapprehension as to the facts, for it was chargeable with all the knowledge that Charles A. and Voodry, its directors and agents, possessed.

It appeared by the plaintiff’s evidence that when the parties met at Woodbury and looked over the granite they had before them a bill of the stock which the defendants wanted. The plaintiff claims that the pieces of granite were then and there agreed upon, and that the prices were settled. The testimony, which is referred to, does not show a completed contract.' The sizes and prices seem to have been settled by subsequent correspondence between Alfred E. Watson on the one part and the Ryegate Granite Works on the other.

It is true that the parties might have agreed to leave these matters open for future adjustment, or the defendants might have taken the stock for what it was reasonably worth, leaving the prices to be adjusted, but such was not the case disclosed by the evidence referred to. We find no perfected contract until the one which the defendants claim is evidenced by exhibits three and ‘four. Previous to that time, upon the plaintiff’s own evidence, there were only negotiations and correspondence, which, the defendants claim, resulted in the written contract.

Judgment reversed and cause remanded.

Rowell, J., being engaged in county court, did not sit.