Rogers to-day, this is to confirm having your offer of $2.42 per pound for 12 tons Upriver Fine Para Rubber, for shipment either from Brazil or Liverpool, in equal monthly parts January to June, 1911, about which we will let you know upon receipt of our cable reply on Monday morning.īrunswick-Balke-Collender Co., Long Island City, L. Gentlemen: As per telephonic conversation with your Mr. The writings referred to are as follows:īrunswick-Balke-Collender Co. The oral evidence that was presented is in no way inconsistent with the writings, and if it were, the spoken words could not be permitted to prevail over the written. They set forth with accuracy and precision the transaction between the parties. There are in this case four writings, and upon three of them this controversy must be determined. The application of this principle to the facts of the present case makes it necessary that we should disregard the alleged oral agreement which is said to have preceded the written communications that were exchanged between the parties and confine our attention to the writings. If instead of proving the existence of that contract, it establishes that there was in fact no contract or evidenced a contract in terms and conditions different from that which the parties entered into, it fails to comply with the statute. It is essential that it shall completely evidence the contract which the parties made. It is not sufficient that the note or memorandum may express the terms of a contract. In order to satisfy the requirements of the statute of frauds the written note or memorandum must include all the terms of the completed contract which the parties made. The plaintiffs cannot prevail upon the theory that the writings express a contract, different in its terms and conditions from the contract which the parties entered into. Another difficulty in the way of accepting this contention is that the plaintiff’s must stand or fall upon the writings. Moreover, the courts below found that the transaction between the parties was set forth in the four letters referred to. The initial difficulty in the way of accepting this contention is that it leaves out of consideration altogether the defendant’s letter of April 6th, and would have us determine the rights of the parties upon the letters of April 2d and 4th and the defendant’s letter of January 7th and close our eyes entirely to the intervening letter of the defendant on April 6th. The plaintiffs contend that on April 2, 1910, the defendant made an oral offer to the plaintiffs which the plaintiffs accepted in writing on April 4th, and that the contract so made is evidenced by the letter of January 7, 1911, which was signed by the defendant and thus the requirements of the statute of frauds were satisfied. If there was no contract between the parties it necessarily follows that the letters and writings relied upon by the plaintiffs as constituting the note or memorandum which evidenced the contract cannot be held to comply with the requirements of the statute of frauds. The question of law, whether these writings constitute a contract, and, if so, whether they satisfy the provisions of the statute of frauds, survives the unanimous decision of the Appellate Division, and is subject to review by this court. In our discussion of this case we shall assume, without deciding, that Rogers was authorized to represent the defendant in the action which he took. In the court several questions were litigated, viz., whether Rogers had authority to represent the defendant, and whether there was a contract and a sufficient written memorandum of such contract to satisfy the requirements of the statute of frauds. Rogers, who carried on negotiations in behalf of the defendant and signed the letters purporting to come from the defendant, and which will be referred to below. In the transactions between the parties the defendant was represented by one C. The theory of the action is that the defendant agreed to accept and pay for certain rubber which the plaintiffs agreed to sell to it, and that the refusal of the defendant to accept and pay for said rubber caused a breach of that contract. The defendant is a corporation organized under the laws of the state of New York. The plaintiffs are the general partners of the limited partnership of Poel & Arnold. In this action the plaintiff sued to recover damages from this defendant for the breach of an executory contract.
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