Coastwise Petroleum Co. v. Standard Oil Co.

Sloan, J., delivered the opinion of the Court. There is but one exception in this appeal, and that is to the granting of the defendant’s appellee’s demurrer prayer. The plaintiff, appellant, claims to have had an enforceable contract with the defendant, for the purchase by the latter of 2,000 tons, ten per cent more or less, of motor benzol at 20 cents per gallon, f.o.b. Good Hope, Louisiana, which, after the repudiation of the contract by the defendant, it was obliged to sell at 14 cents per gallon, entailing a loss of $32,970.78.

The defendant’s contention is that the alleged contract did not comply with section 22 (1), article 83, Code 1939, Act of 1910, ch. 346, p. 272. The plaintiff’s contention is that, while there was no literal compliance with the section of the Code, the defendant is estopped by its conduct to deny the contract. The negotiations leading up to the alleged contract appear to have begun with a radiogram from New York, from the purchasing department of the Standard Oil ³³⁹ Company of New Jersey to the Coastwise Petroleum Company, plaintiff, in Baltimore, “marketeers and exporters of petroleum and coal tar by-products.” Israel E. Schwartz, president of the plaintiff, the same day, phoned information to Charles Augenthaler, an employee of Simpson, Spence and Young, all of New York, brokers and agents for the sale of products of the Coastwise Petroleum Company. Augenthaler on that day contacted a Mr. Wellinghausen, of the purchasing department, regarding the inquiry, and wrote a letter to the defendant, “subject to reply here, noon, Friday, October 14th, * * * loading November 10th-20th, Motor Benzol” of certain specifications, and said: “If the loading date we have given you is not satisfactory to your people abroad; as explained to you, we can give you the material for an earlier loading but we would be obliged to cut down the quantity proportionately.

At the same time, if your people are desirous of later loading, this can be arranged and we can increase the ^quantity proportionately. (The implications from which are that plaintiff did not have the quantity on hand.) “If the time we have given you is not sufficient and if you will discuss the matter with us tomorrow, we will then look into our position and endeavor to give you an extension of the offer until Monday, the 17th.” There was no response to the letter from the defendant until October 24th, when the inquiry was received by its purchasing department. The same day, Augenthaler wrote the defendant that it would “have the benzol available by November 15th, possibly a day or two earlier if such requirement is necessary. This offer is good for reply by close of business Wednesday, October 26th,” On the 27th, the witness Augenthaler said that Mr. Finn of Standard’s purchasing department called up and told him they were accepting his offer and at a telephone conversation, when called by Augenthaler, Finn said, “Of course, this order is subject to arranging tonnage.” * * * which had not been mentioned in the first conversation ³⁴⁰ when they accepted it.

This meant arranging for transportation. The plaintiff offered to take care of the transportation, but its offer was not accepted, the defendant saying it preferred to do that itself. There was nothing further until November 4th, of which Augenthaler testified : “I visited Mr. Finn in the office in the early afternoon and tried to hurry this situation along, and he had no definite answer to give me about the tonnage, and about 3.30 that afternoon, after I returned to the office, he telephoned me and said he regretted to say that the Standard Oil, Company had not been able to arrange tonnage, but the Atlantic Refining Company (an associate or subsidiary) had, and they wished to withdraw,” and this marked the end of all negotiations. Asked on cross-examination “Did you ever received a letter or a memorandum in writing, or anything in writ- , ing accepting the offer made in the letter of October 13th from the Standard Oil Company of New Jersey?” Mr. Augenthaler said, “The Standard Oil didn’t make any offer in a letter to me”; did not accept the contract; never answered in writing; never made a part payment, and never received any goods.

He made the same replies to the plaintiff’s offer by letter of October 26th, and to the phone offer of'October 27th. In this state the law covering and controlling transactions of the character just recited is section 22 (1), of the Uniform Sales Act of 1910, ch. 346, p. 272, Section 22 (1), Article 83, Code of 1939, which is, in effect, the re-enactment of section 17 of the Statute of Frauds, 29 Car. 2, cap. 3 (Coe’s Alexander’s British Statutes