Atlanta Chemical Co. v. Hardin Bag Co.

Guerry, J-,

concurring specially. A written contract as follows was entered into between the Hardin Bag Company, Incorporated, and the Atlanta Chemical Company. Plaintiff wrote to defendant: “The Hardin Bag Co., Inc. — Sold to Atlanta Chemical Co. — At Atlanta — State Ga. — -Ship to......at......State......via...... Shipment Jan./Eeb., 1930 — Terms Net 10 days — Terms of payment subject to revision at any time by seller — Quantity New — 35000— Goods — 40/10 Oz — Cut 54" — Price Plain — Per M — 136.50.” Plaintiff on April 29, 1929, two days after the signing of the above order, wrote to the defendant: “We wish to confirm our conversation with you this morning at which time we had the pleasure of booking 35000 New 40" 10 oz cut 54" bags at $136.50 per M plain, including carload freight to Atlanta.” On January 2, 1930, plaintiff wrote to defendant as follows: “Referring to our contract No. 1649 with you for 35000 New 40" oz cut 54" bags for shipment during Jan. & Feb., this is to advise we are in a position to make prompt shipment of these bags if you will let us have ship*750ping instructions now, it may save a delay later in the season, as we expect to be very busy.” On January 21 plaintiff again wrote to defendant, requesting that shipping instructions be given. On January 24 defendant wrote to plaintiff: “We are in receipt of your letter of Jan. 21st. I regret to advise that just the other day we experienced serious -fire damage to our plant here and it seems now that it will be rather late before we are able to take any materials. We are now trying to ascertain the time required to do the constructive work necessary and for that reason, I am unable at this time to give you anything definite. I will appreciate it very much if you will cooperate with us.” Plaintiff replied to this letter and offered a settlement. On February 4, 1930, defendant wrote to plaintiff: “We are in receipt of your letter of recent date with reference to bags and wish to advise that we are making every effort possible to have things arranged within a short time here so our manufacturing can be continued.” Correspondence was kept up between the parties during the remainder of the year, plaintiff at all times insisting that it was holding defendant to the contract, and offering to ship goods or settle and adjust the claim. At no time did the defendant deny liability or contend that there was no contract between the parties, but the defendant wrote, “It is impossible for us to use any bags until we begin making shipments.” In the numerous letters introduced in evidence the plaintiff suggested several times to defendant that, because of the fact that the “burlap market” was weakening, defendant should make every effort to handle or dispose of the bags. When the defendant gave shipping instructions for 5000 of these bags under the contract signed, he called them “burlap bags.” A reading of the letters which passed between the parties shows without question that both parties intended for the contract to refer to burlap bags.

In its answer the defendant denied all liability. It denied that the alleged contract was valid, and alleged that even if it were of force, the plaintiff did not deliver or tender to it the bags at the times specified in the contract for the delivery, and therefore, on account of this breach by the plaintiff, the defendant was released from liability, if there was any.' It is contended that the contract may not be explained by parol to show its meaning. In Hartwell Grocery Co. v. Mountain City Mill Co., 8 Ga. App. 727 (70 S. E. 48), it is said: “Parol evidence is admissible to identify the sub*751jeet-matter of a written contract, where the same is ambiguous, notwithstanding that the contract recites that it contains all the agreements that are to be binding upon the parties.” The contract explained in that case called for so many sacks of “W. than snow” and so many sacks of “St. Elmo.” The reasoning of Judge Powell in that case is very cogent. See also Dover v. Iroquois Mfg. Co., 30 Ga. App. 135 (117 S. E. 109); State Historical Asso. v. Silverman, 6 Ga. App. 560 (65 S. E. 293); Barrie v. Miller, 104 Ga. 312 (30 S. E. 840, 69 Am. St. R. 171); John A. Roebling's Sons Co. v. Southern Power Co., 142 Ga. 482 (83 S. E. 138, L. R. A. 1915B, 900); Porter v. Sterling Products Co., 40 Ga. App. 522 (150 S. E. 457); Kirby Planing-Mill Co. v. Hughes, 11 Ga. App. 645 (4) (75 S. E. 1059).

The allegations of the amended petition which set up that defendant requested postponement of delivery and did not thereafter give shipping instructions when such postponement was assented to by plaintiff did not constitute a new cause of action, nor was the allegation that there is a custom in the trade in which plaintiff and defendant were engaged that shipping instructions be given a new cause of action so as to make such petition duplicitous. Parol evidence is admissible “because it tended to prove a universal custom of the lumber business or trade, which became by implication a part of the written contract.” Kirby Planing-Mill Co. v. Hughes, supra; Louisiana Red Cypress Co. v. Gilmore, 13 Ga. App. 472 (79 S. E. 379).