Mebius & Drescher Co. v. Mills

Contract for Purchase of Salt—Action for Breach—Ruling as to Immaterial Evidence—Exclusion of Contract—Amendment— Second Offer Unnecessary.—In an action for damages for breach of a contract showing the purchase of a.quantity of salt, under a scale of prices fixed according to quality, to be ordered for shipment before a time fixed, where the court ruled that the contract should be excluded from evidence, as being an executed contract which was void for incompleteness, want of materiality^ and uneer-tainty, and allowed an amendment setting forth the specific orders made for the delivery of salt at a certain price, but declaring at the same time that no amendment of the pleading would affect its construction of the contract, no second offer of the contract was neeessaiy after such amendment and declaration by the court. The law does not require the doing of vain things.

Id.—Proof of Execution of Contract—Signature by Plaintiff Corporation—Authority of President—Admission of Pleadings.— Where the execution of the contract was sufficiently proven against the defendants sought to be charged, no proof of the authority of the president of the corporation to sign the contract for it is necessary, where no issue was raised as to his authority, which was alleged in the complaint; and an alleged demand by plaintiff corporation for a fulfillment of the contract showed a ratification of the president ’a signature, rendering proof of his authority unnecessary.

Id.—Partnership of Defendants—Variance—Question for Jury.— If any variance existed between the complaint and the evidence as to the partnership of the defendants, without deciding that it did exist, the question as to such variance was one for the ■ jury, and the court would not be justified on that ground in summarily withdrawing the ease from the consideration of the jury by an instruction to find for the defendants.

Id.—Construction of Contract—Error of Court.—Applying the proper principles for the construction of contracts, the court erred in holding the contract to be an executed contract, which was void for the* reasons assigned. It does not evidence a completed sale, which would be open to the objections of uncertainty and want of mutuality; but at the most it is an executory contract of sale, and at the least an option to purchase good until withdrawal, and binding if the option was exercised before withdrawal.

Id.—Executory Contract—Obligations and Eights of Parties.— Treating the contract as an executory contract of sale, plaintiff had bound itself to take a specified quantity of salt, and had a specified time in which to select the kinds or. one kind of salt which it would use, the prices thereof being fixed, and defendants had bound themselves to supply this salt at those prices as delivery of the same should be demanded during the time fixed. If 'plaintiff failed to take that quantity of salt of a specified kind or kinds by the time fixed, it would be the right of the defendant salt company to have insisted upon plaintiff taking such kind and quality of salt as would be most advantageous to it.