T. H. Brehm Co. v. J. E. Hilbert Co.
T. H. Brehm Co. v. J. E. Hilbert Co.
Opinion of the Court
The case before us involves the determination of the content and meaning of a contract. Specifically, the question is whether the installation of black iron pipe, rather than galvanized pipe, was called for by the contract made between the parties hereto. The specifications in the general contract for the construction of a shopping center required that “all water piping shall be standard weight galvanized steel pipe.” It is asserted that the general heating contractor, T. H. Brehm Co., plaintiff and appellant, had authorized a variation from this requirement in its contract with the plumbing contractor, J. R. Hilbert Co., Inc., defendant and appellee, to effect a reduction in price.
“For the sum of $21,628 you are to furnish and install the following at the J. C. Penney Store, Michigan Miracle Mile.
“Steam heat as per plans and specifications (Powermaster 100 HP packaged boiler) condensate pump, unit heaters, force flos, radiation, steam and condensate piping, cooling tower piping, gas and water from adjacent to boiler room. Supply necessary labor and material to install tenant’s pressing equipment.”
Standing alone this order settles nothing as to-the controversy before us. Something, obviously,, has caused a reduction in price from $23,703 to-$21,628 and it would be a reasonable assumption that the terms of the purchase order reflect the changes made. Yet without the past background of the higher bid and the attempted adjustment thereof the-terms employed are without significance. Why, for example, is the term “packaged boiler” now employed? Since the issue before us involves piping, the question also arises as to why the distinction is made in the purchase order between “steam and condensate piping” and “cooling tower piping.”
We have noted that it was as a result of the conference as to price, above mentioned, that certain adjustments in the proposal were made in order to-secure a lower bid. They are summarized in defendant’s exhibit 2, set forth in the margin hereof,
It is equally clear that Brehm, through its agent, sales manager Prank Vatalaro (who negotiated the contract with Hilbert and supervised its execution) accepted the changes thus made.
We agree with the circuit judge that it was error for the trial court to exclude the work sheet used by Hilbert in figuring his reductions from the original price. It was made contemporaneously with the amended proposal, in the presence of all interested
The short of it is that Hilbert, as a result of the agreement reached orally at the conference, and later confirmed by the terms of the purchase order, which have definite content only in the light of the circumstances under which they were used, installed black iron piping in the cooling tower. Brehm’s contention that such installation was a violation of their contract is without merit. As the circuit court properly concluded,-there was no breach of contract, since the agreement of the parties contemplated that Hilbert install black iron pipe as the cooler water piping. Thus, as the circuit court ruled, there is a clear preponderance of evidence, properly admissible, that the installation of black iron pipe was in strict conformity with the agreement of the parties and not in violation thereof.
It is unnecessary to consider additional questions raised. The judgment of the circuit court is affirmed. Costs to appellee.
Tlie bid was made in the form of a letter:
“October 8, 1956
■“T. H. Brehm Company, Inc.
•“21380 Coolidge Highway,
“Oak Park, Michigan
“Attention: Mr. Thomas Brehm
“Reference: Miraele Mile Stores
Oakland County, Michigan
•“Gentlemen :
“Confirming our conversation of October 5th, we propose to furnish neeessary materials and labor to install piping and equipment as detailed below for the sum of:
“J. C. Penney Company .............. $23,703
“Kresge Company ...................... 12,908
“Total
$36,611
“The following is a divisional breakdown as agreed:
“By T. H. Brehm Company:
“Burnish and set cooling tower
“ “ “ heating and ventilating units
“ “ “ all coils
“ “ “ chillers and pumps
“ all sheetmetal and breaehings
“ all insulation ■
“ refrigeration cycle
“ temperature controls
“By J. R. Hilbert Company:
“Burnish and set boilers
“ “ “ condensate pumps
“ “ “ unit heaters, force flos and radiation
“ all steam and condensate piping
“ cooling tower (J. C. Penney) piping
“ gas and water make-up from adjacent to boiler
rooms
“ [In pencil] gas burners (sub)
“We trust the above completely clarifies the scope of responsibilities for each company and thank you for the opportunity to submit this quotation.
“Very truly yours,
“J. R. Hilbert Company, Inc.
“R. N. O’Loughlin
•“RNO/ak”
“Nov 26 56
“T. H. Brehm
“We shall furnish labor and material necessary to install pressing equipment for the Penney store as part of our price, herewith quoted.
“The pressing equipment shall be furnished by owners and delivered to the site. Equipment shall include pressing machine, buffer, condensation and boiler with blow-off basin, and all steam specialties-such as valves, traps,’strainer pressure gauge, tubing, et cetera.
“Stack for boiler is necessary (by T. H. Brehm Co.).
“Kresge 12,300 [in pencil]
+ 160.00 if possible
“J. C. Penney 21,628
“33,928
“Included is 4,000 for cooling water piping
“3. C. Penney — Blk. iron pipes.
“Kresge — Plans & Spee.
“Penney — Powermaster 100 HP Insulation of jacket.
“also condensate package units.
“G. Robektson”
See Maryland Casualty Co. v. Moon, 231 Mich 56.
Reference
- Full Case Name
- T. H. BREHM CO., INC. v. J. E. HILBERT CO., INC.
- Cited By
- 1 case
- Status
- Published