McClintic-Marshall Const. Co. v. Munson S. S. Line

U.S. Court of Appeals for the Second Circuit
McClintic-Marshall Const. Co. v. Munson S. S. Line, 283 F. 113 (2d Cir. 1922)
1922 U.S. App. LEXIS 2253

McClintic-Marshall Const. Co. v. Munson S. S. Line

Opinion of the Court

HOUGH, Circuit Judge

(after stating the facts as above). We agree with the court below that the oral evidence casts no light on the question at bar. The matter must be decided solely by interpreting the written agreement of the parties. It is evident that the parties agreed on some limitation in respect of quantum of shipment.

Clearly libelant had no right to offer any south-bound lot of less than 2,000 tons, unless an “emergency” arose. There is no suggestion of any emergency in regard to these north-bound shipments; so that the question is whether the intent of the written agreement was that the 2,000-ton limitation should apply to all shipments, and not only to those going south.

The District Judge ascertained that libelant’s equipment would amount to a “fair shipload,” and thought the intent reasonably imputable to the parties was that that one shipload was what respondent was to bring back north for libelant. The suggestion is a highly probable one; but the parties said nothing about the matter in their contract writing, and it is from that document that decision must be derived.

On the subject of north-bound shipping the contract is vague; not so vague as to be void (Pearce v. Watts, L. R. 20 Eq. 492); Taylor v. Partington, 7 De G., M. & G. 328), but so loose as to require adjustment to reason; the measure of reason being the intention of the parties, discoverable from the whole of their contract. If it was reasonable to require respondent to furnish a .ship for 500 tons bound north, why was it reasonable to limit south-bound offers to not less than 2,000 tons ?

Again, if libelant could demand a ship for 500 tons, it could with equal propriety demand one for 25 tons, or perhaps less. There is no way of interpreting this agreement consistently with reason and ordinary business sense, except to read the 2,000-ton limitation as applicable to all shipments, except in case of “emergency,” which emergency never arose, so far as this record shows.

Eor these reasons, we think the refusal of respondent was justified.

Decree affirmed, with costs.

Reference

Full Case Name
McCLINTIC-MARSHALL CONST. CO. v. MUNSON S. S. LINE
Status
Published