Tully v. Felton

Citations

• 177 Pa. 344
• 36 A. 285
• 1896 Pa. LEXIS 989

Syllabus

<p>Contract — Accounts—Laches—Statute of limitations — Equity.</p> <p>Plaintiff, the owner of a patent paint filler, entered into an agreement in writing with defendants by which the latter were to manufacture the paint filler in accordance with instructions given by the plaintiff. Defendants were to furnish all the capital necessary to carry on the manufacture. The agreement provided “that all the net profits arising from the direct sales of said patent paint filler made by said party of the second part, or by their traveling salesmen shall accrue to the benefit and advantage of the said party of the first part in the same proportion as though sold directly by the said party of the first part.” By another clause of the contract it was stipulated that the plaintiff should give to the defendants “one third of the net profits arising from the entire sale of the paint filler.” The sales were made by the defendants. It was also provided “the cost of manufacture to be estimated by the wholesale price of the materials and packages used, and the amount of labor bestowed in its manufacture.” The parties acted under the contract for sixteen years, and semiannual accounts were furnished to plaintiff, which he accepted without objection. The cost of manufacture was arrived at by ascertaining the value of the materials used by the prices received for the same from wholesale customers to whom defendants sold, estimating the labor required in the preparation of the product as compared with the whole of the product belonging to the joint account and adding the cost of packages, but no detailed accounts of the materials and labor were kept. In the sixteenth year a controversy arose as to the meaning of the word “ wholesale,” and the plaintiff', after learning that the defendants had charged him an advance on the price of different materials purchased from others, demanded a detailed account for the previous year of the cost of manufacture. He received two statements of account whic