Gelpcke v. Quentell , 59 Barb. 250 ( 1871 )

By the Court, Cardozo, J.

Whether the ruling of the judge below was right, or not, depends upon the construction to be given to the letter of the defendant to the plaintiffs of the 24th of December, 1859. The question is whether the general authority first conferred by that letter is restrieted'by the subsequent clause which says: “ This credit is intended for advances on consignments of merchandise to my address, and you will please to keep the same in force for the coming year, 1860. It is not, however, required that'bills of lading accompany the advice of the drafts.” Did this make it the duty of the plaintiffs to see, before they accepted the drafts, that they were drawn against consignments made to the defendant’s address. I think not. It seems to me that the clause of the letter relied upon to limit the authority to accept, to drafts drawn against consignments to the defendant, has not that effect. Its purpose -was to inform the plaintiffs of the reason which induced the defendant to have the same kept in force for a year. But the defendant showed that he did not mean to charge the plaintiffs with the duty of seeing that the drafts were drawn against consignments, by informing them that it was “ not required that bills of lading should accompany the advice of the drafts.” Instruments of this character should be construed as the parties to whom they are addressed might fairly and reasonably be expected to understand them. It seems to me that the only reasonable meaning of this paper is, that the plaintiffs were not called upon to have the bills of lading when they accepted the drafts; and if this construction be right, then, clearly, the information contained in the letter was not intended to make it the duty of the plaintiffs to ascertain that the drafts were drawn against consignments; because the very means of so ascertaining were dispensed with, and when drafts apparently within the authority were presented to them they had no alternative but to accept them. That the claus'e “ it is, however, not required that bills of lading should accompany the advice of the drafts,” should be construed as dispensing with the necessity of the bills of lading accompanying the drafts themselves, seems to me to follow from the consideration that it should be construed, as I have said, as the parties to whom it was addressed would be likely to understand it. How, I cannot see how the plaintiffs could have understood the defendant" as merely meaning that they might dispense with something which was only for their accommodation and convenience, and in which the defendant had no interest at all. The advice that drafts were on their way was a matter that could make no difference to the defendant, but might be a matter of convenience to the plaintiffs, to enable them to be prepared to accept the drafts. For the defendant to say to them, I dispense with that which does not concern me, but which you have the right according to mercantile custom to expect, would be meaningless and absurd ; but if he said, I do not require you to exact that bills of lading should accompany the drafts, then it would have some meaning and effect. In that way, I think, his letter should be reád; and so read, there seems to me to be no doubt that the plaintiffs, acting in good faith, were not bound to ascertain that the drafts which were apparently within the terms of -the authority, were, in fact, drawn against actual consignments to the address of the defendant. For these reasons, I think the ruling below was erroneous, and that the judgment should be reversed and a new trial ordered; costs to abide the event.

[First Department, General Term, at New York, April 4, 1871.

New trial granted.

Ingraham, P. J., and Cardozo and Geo. G. Barnard, Justices.]