Vallens v. Tillmann

California Supreme Court Jun 23, 1894 No. No. 15458Published

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Holding. The court held that the defendants were not legally justified in abrogating the entire contract based on the plaintiffs' prior delivery of non-conforming goods, especially where the defendants had already accepted and paid for those goods.

Issues

Whether a party is justified in terminating a contract for the future purchase of goods due to the prior delivery of non-conforming goods that were already accepted and paid for.
Whether the trial court erred in instructing the jury that the delivery of non-conforming goods provided a complete defense against the plaintiffs' claim for the contractually stipulated balance.

Disposition. reversed

Quotations verified verbatim against the opinion

“Respondents’ counsel admits here that the fact that plaintiffs had furnished cigars which did not come up to the samples which defendants had taken and paid for, did not justify defendants in abrogating the contract”

“The errors in giving the instructions asked for by defendants, and refusing the instructions asked for by plaintiffs, which correctly stated the law, are not cured by these confusing and contradictory statements.”

Synopsis

Contract fob Sale of Cigars—Samples—Inferior Quality—Abrogation of Contract—Liability of Purchaser.—Where a contract for the sale of cigars specified the brands to be furnished, which were to correspond to samples, and provided for a release from the agreement upon paying a specified sum, or such part thereof as may remain unpaid at the time of so electing to discontinue such purchases, the fact that the sellers had furnished cigars which did not come up to the samples which the ¡purchasers had taken and paid for does not justify the purchasers in abrogating the contract, and in declining to buy goods according to the contract; and if they decline to take any further goods, and notify the sellers that they will receive no more, the sellers have a right to recover, the unpaid balance of the sum specified by the contract.

Id.—Instructions—Contradictory Charge—Errors Not Cured.— Where the oral charge of the court was confusing and contradictory, errors in giving instructions asked for by the respondents, and refusing instructions asked for by the appellants which correctly state the law, are not cured by such confusing and contradictory statements.

The Court. The plaintiffs are manufacturers of cigars at Chicago, the defendants wholesale dealers at San Francisco. Prior to February 4, 1889, defendants had purchased goods from plaintiffs, and differences having arisen between them, a compromise was made through an agreement in writing of that date. In that agreement, among other things, it was stipulated that the plaintiffs claimed to have lost in the settlement $2,983.75, which defendants were willing “to assist in making up to them,” and therefore agreed to purchase from plaintiffs 50,000 cigars per month for two years, “ or until said party makes up said loss.” The contract then proceeds to specify the brands to be furnished, which were to correspond to samples, and it was agreed “that the goods shall be equal in size, shape, and quality to said samples.” The profit per thousand upon each brand was fixed in the agreement.

It then states:

“ Should said party of the second part (defendants) conclude to go out of business of vending cigars at any time hereafter, or for any other reason, it may be released from its agreement to buy 50,000 cigars per month, by paying to the said party of the first part the [189]said sum of $2,983.75, or such part thereof as may remain unpaid at the time of so electing to discontinue such purchases.”

It is alleged by plaintiffs in their complaint, that since this agreement the defendants have purchased from plaintiffs 180,000 cigars, the profits on which amount only to $380, and that defendants have refused to purchase any more, wherefore plaintiffs demand judgment for the sum of $2,605.75, which is the said sum of $2,983.75 less the said profits.

The answer admits the contract; denies that plaintiffs have performed its conditions; that defendants have failed to perform, or have refused to purchase any more cigars from plaintiffs, or that plaintiffs have been willing to sell cigars in accordance with said agreement.

Defendants aver that they performed the conditions of said contract in good faith until the plaintiffs committed a breach thereof by sending goods inferior in quality to the samples; that the defendants bought 180,000 cigars, but the goods were not like the samples, nor equal in size, shape, or quality; that defendants called plaintiffs’ attention to the breach of the contract, and required them to furnish goods of the quality, size, and shape of the samples, which plaintiffs refused to do.

Vallens v. Tillmann

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