Wilson v. Wernwag

Citations

• 217 Pa. 82
• 66 A. 242
• 1907 Pa. LEXIS 660

Syllabus

<p>Contract — Construction of contract — Sale of goods on commissions— Breach of contract — Measure of damages — Profits.</p> <p>Where the meaning of an agreement is doubtful, its terms are to be considered in the light thrown on them by approved or admitted illustrative facts. The situation in which the parties stand, the necessities for which they would naturally provide, the convenience they would probably seek to secure, and the circumstances and relations of the property in regard to which they have negotiated, are all elements in the interpretation of an ambiguous contract.</p> <p>In an action on a contract, it appeared that plaintiff was a manufacturer, and that defendants were the sole agents for the selling of plaintiff’s goods. Late in the year 1890, plaintiff submitted to defendants certain propositions in writing. The propositions were made by plaintiff as stated in the writing, “in consequence of the great loss which would be incurred by the sudden changing of his commission house.” One of the propositions was as follows: “ If defendants will agree to remain in business for one year from January 1, 1891, he (plaintiff), will guarantee the entire business against losses by bad debts for one per cent.” This proposition was accepted, and defendants continued in business during the entire year 1891. Late in the year 1891, plaintiffs made this proposition in writing: “Plaintiff hereby agrees to guarantee defendants against all losses from failures, for and in consideration of the sum of one per cent upon the net amount of their sales for the year 1892.” The defendants accepted this' offer orally. They continued to sell plaintiff’s goods until April 1, 1892, when they went out of business. Another firm took their place, accepting transfer from defendants of their accounts, and conducted under their own name the business formerly carried on by the defendants, employing the same manager, using the same store, and the same salesmen and clerks, and conforming sub