Story Case

Harvey & Company had entered into a contract to sell Mr. Good a consignment of hemp "to be delivered July 30, 1914." On July 15,1914, Harvey & Co. realized that they would be unable to deliver the hemp at that date and requested an extension of time. Mr. Good said:

"I am in no hurry for the hemp. If you get it to me by the first of October, it will be all right".

On October 1, Harvey & Co. delivered the hemp to Mr. Good, who refused to accept and said that he intended to sue them for failure to deliver on July 30. Harvey & Co., unable to find a buyer for the hemp, on October 15, sued Good for refusing to accept the shipment.

Good defended on the ground that, since Harvey & Co. did not deliver on July 30th, the contract was terminated and he was released from performing his promise. Harvey & Co. answered that he waived the delay when they made this request on July 15th. Which party should win?

Ruling Court Case. Dale Vs. See, Volume 51 New Jersey Law Reports, Page 378; Volume 14 American State Reports, Page 583

Dale was a manufacturer of silk braid in the city of Paterson and See was a silk dyer. Dale sent silk to See to be dyed. No special contract for the work was entered into, but Dale relied on the usual implied contract of dyers to use the proper degree of care and skill. The twist was received by Dale, after See had finished dyeing it, and was woven into silk braids. Several months later, Dale found that these braids were of greatly inferior quality and value; they were oily on account of the unskillful dyeing by See. Thereupon, Dale brought this action to recover damages caused by the unskillful work.

See set up the defense that, with each part of the silk which was returned to Dale, a notice was sent which provided: "All claims for deficiency or damage must be made within three days from date; otherwise such claims will not be allowed".

Decision

This stipulation made by See was made too late to become a part of the contract; their contract was complete when Dale delivered the goods to him to be dyed. Consequently, a subsequent stipulation is not a term of the contract and is no defense to this action.

Mr. Justice Depue said in part: "Upon a bailment of goods for work and labor upon them, the contract between the parties arises immediately upon the delivery of the goods to the bailee, and upon the completion of the work for which the bailment was made, it is the duty of the bailee to return the goods to the owner. He cannot after having received them on one agreement prescribe the conditions under which he will perform that duty. Notice by the bailee, with the return of the goods, or with his bill for the work done, qualifying his liability for defective workmanship, are terms of his own dictation. His refusal to restore the goods to the owner, except upon those terms, would be wrongful; and although the owner should accept his goods with knowledge of the terms proposed, no contract would arise therefrom. The transaction would lack the consideration necessary to support a contract. Accordingly, it was decided that Dale might recover his damages in this action.

Ruling Law. Story Case Answer

When the parties to a contract have reached a final agreement, it is assumed that they have satisfied all the contingencies and conditions which they wish to consider. Thereafter, neither party has the right, without the consent of the other, to stipulate for new conditions, - or impose new terms. Such a right would be very unjust to either party because neither would be certain as to the exact meaning of his contract. In the case of Dale vs. See, for instance, the contract between the two parties was complete, when the silk twist was delivered. If See wished to provide that claims for damages and deficiencies were to be made within a certain time, he should have provided for that when the contract was made. He certainly had no right to attempt to make that condition a part of the contract, after the contract was closed.

In the Story Case, the new conditions were not arbitrarily imposed upon Good; when they were stipulated he was not compelled to assent to them, and had a good cause of action against Harvey and Company for failure to deliver. He did, however, voluntarily assent to the new conditions, and, thereupon, these became a part of the contract. Good's defense will not hold.