Green v. Pennsylvania Steel Co.

Robinson, J., delivered the opinion of the Court. The declaration in this case alleges that the appellee, being the exclusive owner or lessee of Sparrow’s ¹¹⁰ Point, in this State, and being there engaged in the manufacture of steel and steel products, agreed with the appellants, that if they would purchase the steamer known as “The Olive,” or any other steamer as good in every respect, the appellee would execute to them, the . appellants, a contract for the term of three years for the exclusive carriage by said steamer of all passengers and freight, except car load lots, between Baltimore and Sparrow’s Point, upon certain terms and conditions set forth in the declaration; and that the appellants, relying on said agreement, purchased “The Olive,” hut the appellee refused to execute to the appellants the said contract, although they were ready and willing to execute the same on their part, and to comply with all the provisions of the contract when executed. The declaration does not so allege, hut the demurrer was argued in the Oourt below upon the concessum that the agreement between the parties was a verbal agreement, and it is agreed that it shall he so considered by this Court. And, being so considered, the question is whether such an agreement comes within the provisions of the Statute of Erauds, which declares that no action “shall he brought upon any agreement that is not to be performed within the space of one year from the making thereof, ’ ’ unless such agreement, or some memorandum or note thereof, shall he in writing, and signed by the party to he charged therewith, or by some person lawfully authorized to sign the same.

The language of the Statute is plain and explicit, that no action shall he brought upon any agreement which is not to he performed within a year, unless the same shall be reduced to writing, and signed by the party. And the test whether the agreement comes within the Statute, is whether, by a fair and reasonable interpretation of the terms of the agreement, and in view of the circumstances under which it was made, it was the intention and understanding of the parties, that it should he performed within a ¹¹¹ year. If it was not to be performed within a year, the agreement must be in writing. Now, what is the agreement set forth in the declaration ?

It is nothing more or less than a verbal agreement by which the appellants were to purchase “The Olive," or some other steamer, and run the same between Sparrow’s Point and Baltimore for a term of three years, in consideration of which the appellee was to give to them the exclusive carriage by such steamer of freight and passengers between these points for a term of three years. It is an agreement to be performed within a fixed and definite time, and that time is a period of three years. And such being the agreement, the