Underhill v. Buckman Fruit Co. , 97 Md. 229 ( 1903 )

This is a suit brought by the appellant against the appellee company to recover damages for the alleged breach of a contract.

The appellant is a resident of the State of California, but at the time of the alleged breach was engaged in the oyster and fruit business in Baltimore City, and his principal business was to sell to the retail trade. The appellee is a fruit company trading as the Buckman Fruit Company, and was engaged in the business of importing foreign fruit, including bananas to the city of Baltimore, and sold to the trade, known as jobbers.

The contract, which is the basis of this controversy, is dated Baltimore, April 28th, 1897, and is as follows:

"I hereby agree to furnish J.J. Underhill bananas to the extent of four hundred (400) from each steamer during the months of May and June of each year at the following prices, namely, firsts, $1.10 per bunch; eight hands, .80 per bunch; seconds, .60 per bunch; thirds, .40 per bunch.

And the remainder of the year, that is ten months, prices are to be the same as originally agreed upon, namely, firsts, $1.00 per bunch; eight hands, .75 per bunch; seconds, .50 per bunch; thirds, .35 per bunch. It is further agreed and understood that this agreement is to remain in force one year with privilege of renewal for another year, or as long as the said J.J. Underhill does not advance, loan or aid any one in the importing bananas, also the number of bunches not to exceed four hundred (400) bunches out of each cargo.

And in consideration of the above agreement the said J.J. Underhill agrees not to loan, advance or aid any individual or corporation in the importing of bananas into this market.

Signed Buckman Fruit Co., per C.C. Buckman, Pres't.

It appears, that according to the terms of the contract it was renewed by agreement of the parties for the period of one year, beginning on April 28th, 1898. Subsequently, on the 3rd of March, 1899, the defendant company notified the plaintiff by letter and for reasons therein stated, which will hereafter appear, that they considered the contract with him, dated April 28th, 1897, at an end.

The declaration alleged that the defendant has ever since the 3rd of March, 1899, refused to comply with its agreement made with the plaintiff and although he has notified the defendant of his renewal of all of his rights under the agreement for another period of one year, and of his intention to resume all of his rights of renewal under the agreement, the defendant has denied his right of renewal under the contract, and refuses to be further bound by the same, although the plaintiff has in all respects performed his part of the agreement, and is ready and willing to continue to do so, and by reason of this breach, the plaintiff has suffered great loss and damage.

The defendant pleaded to the declaration never promised as alleged and not indebted as alleged, and the case upon trial resulting in a verdict for the defendant, the plaintiff has appealed.

The questions in the case arise upon a single exception reserved by the plaintiff to the rulings of the Court in the granting of the defendant's prayers, which were offered at the close of the plaintiff's case.

The defendant's prayers as granted withdrew the case from the jury and the question here is, as they were in effect a demurrer to the plaintiff's evidence, were they properly granted by the Court.

We cannot concur with the Court below in the instruction granted in this case, and we think there was error in the rulings of the Court upon both prayers.

The defendant's first prayer ruled as a matter of law that there was no evidence in the case legally sufficient to entitle the plaintiff to recover, and the verdict must be for the defendant, because the plaintiff had failed to prove the arrival or presence of any steamer after the alleged breach of the contract on March 3rd, 1899, up to and including the 28th of April, of the same year.

It will be seen upon an examination of the record that there was evidence tending to show the time and dates of the arrival in Baltimore of the company's steamers. The witness H.W. Underhill testified, the company always had one, sometimes more, and sometimes three a week. The letter of March 3rd, 1899, of the defendant company to the plaintiff; the postal cards and the tickets issued by the company, were all evidence tending to show the arrival of the steamers, and this evidence should have been submitted to the jury. There was no contradictory proof offered on the part of the defendant, and the evidence was legally sufficient to have been left to the jury. Jones v. Jones, 45 Md. 154; Co. Commrs. v. Wise,75 Md. 43; State v. Kent Co. Commrs. 83 Md. 383. But apart from this the prayer was manifestly erroneous in directing a verdict for the defendant. The facts of the case, as stated in the record, clearly amounted to a breach of the contract by the defendant, and this constituted a good ground for the action.Eckenrode v. The Chemical Co. of Canton, 55 Md. 56. There was also error in granting the defendant's second prayer. The prayer is as follows: The defendant asks the Court to instruct the jury by the true construction of the contract made between the parties, and offered in evidence, the defendant was bound to sell bananas to the plaintiff only so long as the plaintiff should not loan, advance or aid anyone in the importation of bananas into the city of Baltimore; that such aid included the purchase by the plaintiff of bananas from competitors of the defendant engaged in the importation or sale of bananas in the city of Baltimore; and inasmuch as the plaintiff admits that during the duration of the contract and prior to the alleged breach thereof on the 3rd of March, 1899, he purchased bananas from such competitors of the defendant, then the defendant was justified thereafter in refusing longer to sell bananas to the plaintiff, and the plaintiff is not entitled to recover.

This prayer as granted proceeded upon the theory and asserted the proposition that according to the construction of the contract between the parties the plaintiff should not only "not loan, nor advance nor aid" the competitors of the defendant in the importation of bananas, but that it also prevented the plaintiff from buying from persons engaged in the sale of bananas in the city of Baltimore. This construction of the contract, as placed by the prayer, would prevent the plaintiff from buying from other persons engaged in the sale of bananas and would necessarily limit his business, during the existence of the contract to the four hundred bunches stipulated in the contract.

We are clearly of the opinion that such a construction cannot be sustained by either the language of the contract, the intention of the parties at the time of making the agreement, nor the subsequent course of dealings between them. On the contrary the plain language of the contract is "in consideration of the above agreement, J.J. Underhill agrees not to loan, advance nor aid any individual or corporation in the importing of bananas in this market."

The object of the agreement on the part of the defendant company, was to prevent the plaintiff, as was set out in a previous contract between the parties, dated the 15th of April, 1895, from discounting loans, or advancing money in any way, for the purpose of conducting or aiding to conduct the business of importing bananas and foreign fruits to the Baltimore market. And in consideration therefor the defendant company was to furnish the plaintiff with bananas to the amount and at the prices named in the contract.

The undisputed evidence in the case is to the effect that both parties so understood the agreement, and the defendant assented to its renewal in 1897 with a full knowledge of its meaning. Indeed any other interpretation, it seems to us, would not only violate its plain terms, but would operate as an unreasonable limitation and restraint upon the plaintiff's business, not contemplated by the parties to the agreement. Guerand v.Dandelet, 32 Md. 568.

Upon the question of the duration of the contract, we need only say, that according to its terms, it was to remain in force for one year, with privilege of renewal for another, provided the plaintiff did not advance, loan nor aid any one in the importation of bananas. The appellant contends that "by its terms the contract was to remain in force for one year, with a renewal privilege for another year, or as long as he does not advance, loan nor aid in the importation of fruit, c." We cannot assent to this contention. This construction would make the contract unlimited in its duration, so long as the plaintiff complied with the conditions of the agreement, and would render nugatory the clause which provides that it should remain in force for one year with a privilege of renewal for another year. But we are not left without light as to the meaning of this clause of the contract. The agreement of April 15th, 1895, of a similar import and between the same parties, is expressly limited to one year from its date, and shows that the words of the clause now under consideration, were intended as a limitation on the contract. As stated by the appellee in its brief "if the clause referred to meant what the plaintiff contends for, it would be a contract practically in perpetuity and would be absolutely non-mutual and unilateral."

We find no reason for holding that the duration of the contract, in this case, extended beyond the period fixed by the parties. The cases relied upon by the appellant to sustain his contention are distinguishable from this.

For the errors in the rulings of the Court, upon the prayers, the judgment must be reversed and a new trial awarded.

Judgment reversed and new trial awarded with costs.

(Decided April 2d 1903.)