Kirwan & Riggs v. Roberts

Fowler, J., delivered the opinion of the Court. This is an action to recover damages for the breach of contract. Kirwan & Riggs are manufacturers of tin cans, and Winfield W. Roberts is a packer of canned goods. On the 5th January, 1900, the former sold to the latter eleven hundred thousand tin cans of various styles and at various prices.

The contract of sale is evidenced by bought and sold notes— one of which calls for seven hundred thousand and the other ³⁴⁸ for four hundred thousand cans. The styles and prices and the rates of delivery are the same in each contract, and in both contracts the buyer was given the option to select the style of cans to be delivered. There is some difference in the method of payment prescribed by the two contracts, but these are not important to consider in the view we have taken of this case. Up to the nth September, 1900, Roberts, had called for and received about eight hundred thousand (800,000) of the eleven hundred thousand- cans purchased under the bought.and sold notes we haye referred to.

Subsequent to that time no further calls were made by Roberts, and Kirwan & Riggs brought this suit in the Superior Court of Baltimore City to recover damages for his refusal to receive the balance of the whole number of cans sold by them to him, towit, 300,600 cans. After-all the testimony of both sides was before the jury the plaintiffs moved the Court to strike out certain testimony and offered three prayers. The motion as well as the prayers were refused — and at the instance of the defendant the Court took the case from the jury because no evidence had been offered legally sufficient to entitle the plaintiffs to recover. It does not appear that the propositions of law contained in the plaintiffs prayers were questioned by the learned Judge of the trial Court, but it is conceded that the ruling he made taking the case from the jury was based entirely on the ground that there was no completed contract and, therefore, no cause of action.

The judgment was in favor of the defendant and the plaintiff has appealed. The single question, therefore, presented by this appeal is the propriety of the Court’s ruling in. granting the defendant's first prayer taking the case from the jury. And the solution of this question depends upon the answer to the further ques- o tion whether there was or not a complete and perfect contract entered into by the plaintiffs and defendant when they signed the bought and sold notes before referred to. Inasmuch as the decision of this case below was based entirely on the case, of Wheeling Steel and Iron Co. v. Evans, 97 ³⁴⁹ Md. 305, let us see exactly what the facts of that case were and what our decision was.

The Marble Company wishing to purchase 100 tons of tack plate from 12 to 17 gauge, regular width, wrote to the Steel Co. for quotations or best price for that kind of tack plate. On the 15th September, the Steel Company answered by mail giving prices for 100 tons of various grades of the material mentioned. On the 20th September the Marble Co. wired the Steel Co. as follows: “Enter our order for 100 tons tack plate, if at prices quoted on 15th; specifications to follow.” To this the Steel Co. replied, “We have your telegram and have entered your order for 100 tons of tack plate at prices quoted by us.” These papers constituted the contract sued on in Wheeling Steel & Iron Co. v. Evans, and we said, C. J. McSherry, delivering the opinion of the Court. “The telegram of September 20th was not a direct and unequivocal proposition, which, by acceptance could become a complete contract. So far as the price and the gross number of tons were concerned, the telegram may be treated as an acceptance of an antecedent offer; but the superaddition of the words ‘Specifications to follow’ left something essential for future action by the purchaser, and, therefore constituted, in legal effect, a new and independent offer requiring an acceptance by the vendor." Upon this general proposition we held that the contract in the case cited was not complete — and that, therefore, no suit could be brought thereon.

Now let us briefly examine the contracts sued on in the case before us. In the first place it is not contended that the contracts here involved are imperfect or incomplete in any other respect save that they fail to provide for the various styles of cans sold. But they do expressly provide how these important and essential elements of the contract shall be ascertained. The 700,000 bought and sold note says “Deliveries to be made as buyers may order during the season of 1900 — subject to the following schedule.” Then follows