Krakauer v. Chapman

Hatch, J. :

At the time of the sale of the goods which are the. subject of this action the plaintiffs carried on business at El Paso in the State of Texas. The defendant resided in the city of Hew York. About October 2, 1893, the defendant wrote the plaintiffs at El Paso this letter: '

“Hew York, Oct. %%d, 1893.

“ Messrs. Krakatter, Zorke & Mote,

“El Paso, Texas :

“Dear Sirs.— Mr. E. P. Jones, of the Gold Bullion Mining Co., Clifton, Arizona, will send .you an order for goods he requires, & is authorized to draw on me in your favor for the amount of your bill at 30 days sight.

“ Yours very truly, '■

“ (Sgd.) H. T. CHAPMAH, Jr.”

Jones was the manager of the mining company at this time. In March, 1894, Jones, in pursuance of this authority, ordered goods of the plaintiffs amounting to the sum of $1,074.75/ The plaintiffs did not have all of goods required to fill the order at the time when the order was placed, but delivery was then made of goods amounting to .$900.95, and on March 23, 1894, the order was finally filled by the delivery of goods, amounting in value to $173.80.. On March 24, 1894, Jones drew his draft upon the defendant for the sum of $500, which was accepted and paid, and the plaintiffs credited the defendant with the amount of the same upon the account. Shortly thereafter, and in the same month, Jones ceased to be-manager of the mining company, having been discharged from its employ. The plaintiffs thereafter, and in May, 1894, saw the defendant in New York and requested pay for the balance of the bill, informing the defendant at that time that they held him personally responsible for the payment of the balance. Attempt was thereafter made by the plaintiffs to procure payment, and these attempts meeting with no success, on the 2d day of November, 1895, they drew a draft upon the defendant for the amount of the balance and payment thereof was refused. Thereupon they brought this action:

At the time when the first draft was drawn the defendant had in his possession funds of the mining company sufficient to pay the full amount of the purchase price of the goods. When the defendant was notified that payment had not been made for the. entire bill of goods purchased, he was without funds of the mining company with which to pay the same, and has not been at any time since in possession of any funds of the company. His claim now is, that he was only liable for the amount of the draft which Jones should draw, and having paid the one which Jones did draw, he. fulfilled the obligation which rested upon him and became discharged from further liability as matter of law.

. We are, therefore, called upon to determine the extent of the liability assumed by the defendant, and this involves a construction of the letter under which the liability was created. The letter notifies the plaintiffs that Jones will send an order for goods which he requires, and that in -payment for the same he is authorized to draw at thirty days’ sight. This, in legal effect, was a request upon the part of the defendant to deliver to Jones the goods, and created a liability therefor. It possesses all the essential elements of a special letter of credit, and is to be construed in accordance with the law governing such a contract. (Church v. Brown, 21 N. Y. 329; 2 Daniel’s Neg. Inst. § 1790.) This being the character of- the instrument, its interpretation is not governed by the rule striotissimi juris, but by the rule of construction which holds the party to the full extent of the fair import of his engagement. (Douglass v. Reynolds, 7 Pet. 113.) And to this end the words used and the intent of the instrument will be understood in a sense as strong as their meaning will permit. (Drummond v. Prestman, 12 Wheat. 515.) In Merle v. Wells (2 Camp. 413) the words of the guaranty were: “I consider myself bound to you for any debt he may contract for his business as a jeweler, not exceeding one hundred pounds, after this date.” Lord Ellenboboug-h held this to be a continuing guaranty and applicable to debts successively renewed. To the same effect are the cases of Sansom v. Bell (2 Camp. 39) and Bastow v. Bennett (3 id. 220).

In the present case the undertaking is not a continuing guaranty, as there are no words of continuing credit and the authority is lim-. ited to a single order for goods. The cases, however, are illustrative of the sense in which words are construed when found in such a guaranty. Those cases in which the courts have construed the undertaking as limited to a single transaction are also illustrative of the same rule. (Rogers v. Warner, 8 Johns. 119 ; Cremer v. Higginson, 1 Mason, 323 ; Ranger v. Sargent, 36 Tex. 26.)

In Scribner, Burroughs & Co. v. Rutherford, (65 Iowa, 551) it was held that “ a letter of credit is, in effect, an absolute undertaking to pay the money advanced upon the face of the instrument.”

. While the language of the present instrument limits the undertaking to the single order, it is, nevertheless, absolute as to that order and created an absolute liability for the goods delivered under it, unless such liability be in some wise limited by' the particular manner in which payment was to be made. As provided, this was to be made by draft drawn by Jones for the amount of the bill at thirty days’ sight. There are no words in this clause which expressly limit the authority to draw to one draft. . The provision is that Jones may draw for the amount of the bill, and the only condition is that such draft must be at thirty days’ sight. It will hardly be contended that if Jones had drawn more than one draft at the time he received the goods, or subsequent thereto, the defendant' would be discharged from liability upon all the drafts by payment of one, unless such draft represented the entire purchase. There is nothing in the letter which required that the draft should be drawn at the time of the delivery of the goods. In this respect the order was for delivery, and the defendant’s liability for the goods attached at the time of delivery. The drawing of the draft was the method of payment, and as the defendant or Jones absolutely controlled that act, liability could not be defeated by Jones’ refusal or neglect to draw it. There was nothing, either in the circumstances under which the letter was given or the relation between the plaintiffs and Jones or with the defendant, that required the delivery of the draft as a condition precedent to the delivery of the goods. No such condition ivas imposed by the defendant either in his letter or otherwise. Indeed, ' the relative situation of the parties seems to make it more reasonable to suppose that the delivery of the goods was to precede the delivery of the draft.

The plaintiffs carried on business at El Paso. Jones did not reside there nor were the goods delivered, or expected to be delivered, at that point. The business of the mining company was at Clifton, Arizona; the goods were expected to be and were, in fact, shipped from El Paso to that place. Jones received them there. The ordinary business transaction, under such circumstances, would be that the order would be given, the goods shipped, and payment succeed delivery. No liability would exist to pay. unless 'the goods shipped answered the conditions of the order, and Jones would have the right of inspection in order to determine that fact. If the goods fulfilled the terms of the .contract, then liability-attached to pay therefor. There is nothing in the letter, nor was there anything in the condition of the parties, which requires the application of any different rule to this transaction. When the goods reached Jones, and were accepted by him, it then became the duty of Jones to draw the draft therefor.' The latter drew a draft for $500 and forwarded it to the plaintiffs. What were they to do ? Were they called upon to return the draft? If they looked at the defendant’s letter of credit, as they were bound to do, they would have found that Jones was authorized to draw for the amount of the bill. But how? Must they assume that he was only authorized to draw one draft ? The letter did not so state. Must they return the draft with notice that it was not for the full amount, or could they assume that Jones, either by instruction from the defendant or for his own purposes, chose to pay the plaintiffs by installments for the goods, and thus drew the draft for this amount. In interpreting the contract in. this respect the court is authorized to look at the circumstances surrounding the parties, their situation and relation to each other and the purpose and object to be accomplished by it. (Bank of Montreal v. Recknagel, 109 N. Y. 482.) By the terms of the defendant’s engagemént he was only bound to accept a draft or drafts drawn by Jones at thirty days’ sight. Such is the letter of the undertaking. But this condition, like its other parts, is to receive a reasonable construction, having regard to the intent of the parties and the circumstances. The same general principles apply as are applicable to other contracts. - (Bank of Montreal v. Recknagel, supra) They are to be understood and construed in a sense'that is fair and reasonable., (Gelpcke v. Quentell, 59 Barb. 250.) The purpose of this letter was to authorize the plaintiffs to deliver goods to Jones upon the credit of' the defendant, and the latter prescribed a particular method of payment. This condition presupposed that Jones would draw the draft when the goods were delivered. If Jones - had died before ■ lie was able to draw a draft, it would not be contended that the plaintiffs must lose the purchase price of the goods. When Jones .left the employment of the company he was beyond the' reach of the plaintiffs' and they were unable- to obtain any other draft. They did all that was left for them to do, notified the defendant and requested payment of him. It may be conceded that if Jones had continued to occupy the relation which he occupied when the goods were delivered the defendant, might insist that he was only liable to pay Jones’ draft for the goods. But, when that became an impossible or an impracticable condition, which neither party'bad the power or opportunity to produce, and the defendant was notified of it, we do not think that he could insist upon strict compliance in that respect and thereby destroy his liability. As the purpose of the instrument was to procure the delivery of the goods, and such purpose was accomplished, liability attached to pay in the manner prescribed if that were practicable and could be accomplished ; if not, then to pay in some other manner.

. We think it must be held- that the defendant contemplated the continued existence of Jones in such'capacity as would enable him to draw for the goods, and, as this contingency failed, the particular method of payment failed, and the defendant became liable to pay for the goods, and could not thereafter insist that he was only liable to pay upon a draft drawn by Jones. This view seems to find support in the reasoning of the eases.. (Wolfe v. Howes, 20 N. Y. 197; Dexter v. Norton, 47 id. 62; People ex rel. Nugent v. Police Comrs., 114 id. 245; Walker v. Tucker, 70 Ill. 527, 543; Baily v. De Crespigny, L. R. [4 Q. B.] 180, 185.)

The purpose of this lettér was to induce the plaintiffs to deliver the goods upon the plaintiffs’ credit. This purpose has been accomplished, and we ought not now to fritter away the substance of the contract and defeat the plaintiffs’ light by subtle refinement as to precise and particular procedure in payment. We should rather give effect to the substance of the matter in the interest of stability and certainty in commercial dealings. The contract being limited to a single transaction, it was incumbent upon the plaintiffs to notify the defendant of the transaction within a reasonable time thereafter. Upon this part of the case the court was authorized to find that the plaintiffs notified the defendant of the entire transaction in the month of May following. The defendant was sworn, and he did not'deny this statement, nor did he claim that he was prejudiced by any failure to notify him earlier. His sole claim was based upon the fact that when the draft was received which,Jones drew he then had funds of the company to pay the whole bill. The plaintiffs, as already appears, had no control over that act, the contract was not limited to one draft, and we think they were justified in treating that draft as they did treat it, and that the court was authorized - to find that notice, within a reasonable time, was thereafter given to the defendant of the transaction. These views lead to the conclusion that defendant’s liability for the goods attached at the time of their delivery, and that nothing which thereafter transpired had the effect of relieving the defendant from such liability. And, as the drawing of a further draft became impracticable, the defendant became obligated to pay for the goods in another way.

The judgment should be affirmed, with costs.

All concurred, except Goodrich, P. J., and Cullen, J., dissenting.