Avalon Products, Inc. v. Lentini

WILSON, J.

From a judgment in favor of plaintiff in an action for damages for breach of contract, defendant appeals.

As ground for reversal appellant contends the contract is invalid and unenforceable.

Respondent is a distributor of commercial ice cream freezers under a license agreement from the manufacturers. Prior to July 26, 1948, there were negotiations between appellant and one of respondent’s salesmen with respect to the purchase by appellant of certain ice cream freezer equipment. On that date appellant called at respondent’s office and executed a purchase order for specified equipment. At the time he executed the order, appellant gave respondent’s sales manager his check for $435 on account. The purchase order, which is the contract sued upon herein, contains a description of the goods ordered, the delivery date, the purchase price less the amount of the down payment and under special instructions is written

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the following: “Method of payment to be agreed upon before delivery.”

At the time of the execution of the purchase order respondent’s sales manager drew an order directed to the manufacturer and appellant approved the electrical specifications by signing his name on a copy thereof. Either the same day or within a day or two after the execution of the order appellant stopped payment on the check he had given as a down payment and thereafter notified respondent in writing that he would not accept or pay for the equipment. Respondent cancelled its order with the factory and the machinery was never shipped.

Appellant concedes that if the order were silent as to the terms of payment it would, upon proper acceptance by respondent, have constituted a valid contract. He contends, however, that the words “Method of payment to be agreed upon before delivery” in the putative contract indicate that the minds of the parties had not met upon one of the essential terms and that the contract was therefore incomplete.

The law leans against the destruction of contracts because of uncertainty and favors an interpretation which will carry into effect the reasonable intention of the parties if it can be ascertained.