The Abbeville press and banner. [volume] (Abbeville, S.C.) 1869-1924, 1878-04-17
Interesting Decision.
Supreme Court, November Term, 1877. G
W. Williams, ct al. vs.. j. II. Vance, ct a.
nntrInn

sSI " Ill III III CoNtlltlLl. II
covered by the contract, were those OF mcr-
chants dealing together, in the course of their
business, to promote business objects, ana
when II becOmeSn necessary, to clear up any
result may be had to the nature of the busi-
ness transacted by the respective parties. so
far as 1t enters into the contract In order 10
define It's motives and objects, and thus to lay
hold of the key of construction.
The plaintiffs appear In the transaction ns
merchants, residing, and doing business, in
Charleston, selling merchandise, making
cash advances on cotton shipped to them for
sale, and making sales OF cotton upon conf
mission.
The defendants, Vance & Moseley, appear rs
merchants In the Interior of the State, pur.
chasing goods in Charleston, for resale. and
shipping cotton for sale. through that city,
taking cash, advances on consignmcnts OF
cotton for sale.
part Of plnintlfs. appear to be first. to obtain
security, by way Of mortgage, for a past debt
due by '; & NJ: Individually. and another
Vance, Moseley & Co.. upon nn extension OF
the Time for the payment of such debts.
Seconds; TO obtain security by way OF mort
gage for future sales Of merchandise to V.
& NJ. on time, to limited amount, Third, TO
procure consignmcnts of cotton from V.& NJ.
TO be sold on they making cash
advances, secured In part by mortgage. The
last named object was secured by stlpulntions
on the part OF va VI. to ship II certain guam
tity OF cotton, the plaintiffs agreeing to the
amount OF the commissions to be charged for
Its sale, n also v. & NJ. agreeing In the event
Of their failure to ship the required amount
Of cotton, TO pay for such default a stipulated
sum per bale, as liquldated damages, for such
failure.
TheiobJect OF the contract, on the part of v.
& NJ. appears to have been. to get time on &C.
count Of their debt, and that due on account
OF V. & NJ. & Co. Second, to get a credit for
merchandise to a limited amount. Third, TO
obtain cash advances for q fixed amount and
fixed time. and further to secure reduced COM
missions on sale of their cotton consigned to
plaintiffs.
We have only to consider those features OF
the contract that Provides mortgage security
that relate TO the mode Of dealing with con-
signments Of cotton, including the %liquidnted
damages for failure Of shipment, there being
no question before us rs affecting that part of
the contract, that provides for the payment OF
past debts.
The contract then, rs 1t stands before us. for
construction, relates to future mercantile
transactions between the parties. Plaintiffs
amount, and upo certain con ditions. as to
length OF credit, and interest on sales. They
were also bound to make cash advances to Il
certain limited amount, for which they could
hold the mortgage security.
These secured cash advances would not be
sufficient to cover the whole of the cotton
agreed to be shipped, but 1t is to be presumed
that both parties anticipated that. as the con-
signmcnts OF cotton went forward, the plain
tiffS would make the customary advances or
independently of the limit Of
the contract, holding as the plaintiffs would
in that case, the mortgage rs security to the
extent Of the contract and the cotton rs to
any excess.
The natural results OF this course of dealing
would be, that thep plaintiffs would not be at
liberty to retain the proceeds of cotton sold
for the account OF V. d VI. 10 any greater cN-
tent, than would be necessary 20 keep the in
ofV 4 N. within the limit agreed
r.. -nHH ~ It-n ~ naV fh0 4 ~. t~ hiatt -,
from consigned cotton, less commits
sions and expenses, the defendants ". d NJ.
would be entitled to receive In the ordinary
course OF business.
the proceeds of cotton sold for the ac-
count of v. & NJ, would differ from that OF
ordinary conslgnmcnts on commissions, only
In the respect, that they would not be able to
advances on tn cotton: but only to
the extent necessary to keep their cash I'D
vances within tile limit Of the contract.
plaintiffs would hold the mortgage as
agreed security for nd vanccs up to the limit
agreed upon. and until that limit should be
passed, AS they realized proceeds Of the sale
Of consigned cotton. they would be required
to hold such proceeds, less commissions and
subject to the draft of the defend
ants v. 4 NJ. This is the conclusion that
would arise from considering the general OBJ
IcctS Of the contract and the question arises,
1t consists with the terms Of the con-
Before looking to the specific terms of con-
tract 1t will be convenient to refer to the
views Of the defendants, us to its true con-
They say, in the first place, that the plain
ti1fs agreed to advance cash TO a prescribed
amount, and to sell merchandise to q fixed
amount, that, in point of fact, they advanced
more money, and sold less goods, than the
contract called for, and that the mortgage on
" stands for the security for cash advanced to
the fixed amount, the excess Of cash advances
being Unsecured, and that the plaintiffs can
not gain an advantage in this respect, from
fact, that the amount OF goods sold was
less than the contract called for, and that the
should not be added to the amount
or cash agreed to be advanced, giving security
the limited amount.
The next point made by the defendants Is
all monies OF the defendants, v. d NJ,
hat came into plaintiffs hands should have,
1t once been credited rs against the cash nd
called for by the contract, so as to eX-
Inc mortgage as 1t regarded them. The result
II which view would be, that v. & NJ, instead
IF having Il standing credit for u year, In nd
lition to that arising from the value Of the
valuable facilities for tho transactions or their
business, would be in the position to have
hat cash credit wiped out, BY the first re.
,cipts on sales Of cotton, and after that would
no means Of credit beyond the value of
cotton consigned.
1t is hardly to be supposed that V. & NJ,
have advanced those propositions
while the contract giving them q cash credit
The next point Of objection Is, that the pro-
visions STIMULATING ~ TO liquidutcd damages,
import n penalty merely, and that recovery
can only be measured by damage proved.
order stated.
1t is clear, that the covenant of V. & NJ,
by the mortgage security, looks sole.
~ to the aggregate Of cash advanced, and
merchandise sold, rs 1t regards the amount
agreed to be paid, and not to the relalalive
mount Of each. Plaintiffs c~ovenanted ITO
demund, the sun OF sl.4i6 Al in cash and to
sell and deliver 10 them. upon their orders,
ut the customary prices and terms,
to the amount OF $l51" v. NJ, on their part
the aggregate Of the sums of cash to DC I'D,
vanced and groceries to be sold and delivered
TO them by the plaintiffs.
The covenant or v. NJ, standing by Itself,
vances Of cash and sales of merchandise rs
thereafter be made, not to exceed the
amount, 1t would seem thus to
the conclusion that If v. & NJ, saw
fit TO diminish the quantity Of goods pur-
chased, and to increase the amount OF cash
borrowed, they would be liable for the aggrc-
gate snrn. provided 1t did not exceed the pre-
scrioed amount This covenant must be read
with those Of the plaintiffSmost nearly related
as consideration, TO 1t and the proper sense
from both taken together. Plaintiffs
impoSeda limit to cash transact
ion, separately. The ucnelit Of this limit was
for the plaintiffs. The defendants
v. d NJ. wanted credit, and accordingly that
construction Of their covenants, which AZ
fordcd the largest and the most flexible credit,
would be the object they would naturally
pursue.
1t was evidently most favorable for V. and
NJ. that. In case they did not need groceries 10
the amount stipulated, their cash credit might
receive q corresponding benefit. 1t may be
assumed that the interest Of the plaintiff was
to sell goods and not to lend money.
The event showed that ". and NJ. were more
10 borrow money than buy goods.
There was nothing In the contract to prevent
limit of cash advanced in favor of a request
from V. and NJ. and such q concession to v.
and NJ. could not with prOpriety operate to de-
feat their covenant whcn clearly covered by
its language. There Is no ground to narrow
the terms OF the covenant Of ". and NJ. rs 1t
stands expressed, by any inference drawn
from the terms of the covenant In the part OF
plaintiffs 3, and 1t must be nforced az 1t stands.
The result OF this conclusion Is, that the
amount OF cash advanced, and groceries sold.
exceeding the sum of &, 1861, with inter-
est added, as prescribed by the contract, Is
properly chargcable US secured by the mort
gage. The Judgment below 10 therefore crron-
cous in this respect:
The next proposition relates to the mode In
which case advances, and nett proceeds in the
sale OF consigned cotton, should be charged.
covenant OF V. and NJ. was to pay the
sums of cash advanced II groceries sold on
the first day OF April, 1877. 1t follows that
payment Of such amounts could not be de-
until that time, and 1t follows also
sums of money coming into the hands OF
the plaintiffs, for the account of Y. and NJ.