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172 F.2d 80 (1948)CAMPBELL SOUP CO.
You are watching: Campbell soup co. v. wentz
v.WENTZ et al. CAMPBELL SOUP CO.v.LOJESKI.Nos. 9648, 9649.USA Court of Appeals Third Circuit.Argued November 16, 1948.Decided December 23, 1948.Rehearing Denied January 14, 1949.
<81> Charles A. Wolfe, of Philadelphia, Pa. (Sidney L. Wickenhaver and also Montgomery, McCracken, Walker & Rhoads, all of Philadelphia Pa., on the brief), for appellant.
Richardboy Dilworth, of Philadelphia, Pa. (David B. Zoob, William L. Matz, Zoob & Matz, Harold E. Kohn, James A. Sutton and Paxson, Kalish, Dilworth & Eco-friendly every one of Philadelphia, Pa., on the brief), for appellees.
Before BIGGS, Chief Judge, and GOODRICH and O"CONNELL, Circuit Judges.
These are appeals from judgments of the District Court denying equitable relief to the buyer under a contract for the sale of carrots. The defendants in No. 9648 are the contract sellers. The defendant in No. 9649 is the second purchaser of component of the carrots which are the topic issue of the contract.
The transactions which raise the problems may be briefly summarized. On June 21, 1947, Campbell Soup Company kind of (Campbell), a New Jersey corporation, gone into right into a created contract with George B. Wentz and Harry T. Wentz, that are Pennsylvania farmers, for delivery by the Wentzes to Campbell of all the Chantenay red cored carrots to be grown on fifteen acres of the Wentz farm throughout the 1947 seakid. Where the contract was gotten in right into does not appear. The contract gives, yet, for delivery of the carrots at the Campbell plant in Camden, New Jersey. The prices stated in the contract ranged from $23 to $30 per ton according to the time of delivery. The contract price for January, 1948 was $30 a ton.
The Wentzes harvested roughly 100 loads of carrots from the fifteen acres spanned by the contract. Early in January, 1948, they told a Campbell representative that they would not provide their carrots at the contract price. The market price at that time was at leastern $90 per ton, and also Chantenay red cored carrots were basically unobtainable. The Wentzes then sold approximately 62 tons of their carrots to the defendant Lojeski, a surrounding farmer. Lojeski reoffered about 58 tons on the open industry, about half to Campbell and the balance to other purchasers.
On January 9, 1948, Campbell, suspecting that Lojeski was selling it "contract carrots," refsupplied to purchase any more, and also instituted these suits versus the Wentz brothers and Lojeski to enjoin further sale of the contract carrots to others, and also to compel specific performance of the contract. The trial court denied equitable relief.<1> We agree with the outcome got to, however on a various ground from that relied upon by the District Court.
The situation has been presented by both sides as though Erie Railroad v. Tompkins, 1938, 304 UNITED STATE 64, 58 S.Ct. 817, 82 L.Ed. 1188, 114 A.L.R. 1487, and also Klaxon Company type of v. Stentor Electric Manufacturing Co., Inc., 1941, 313 U.S. 487, 61 S.Ct. 1020, 85 L.Ed. 1477, had never been made a decision. We are not advised as to the place of the contract, although as we have mentioned in various other situations, the Pennsylvania conflict of regulations dominion, which binds us right here, refers matters concerning the validity and also degree of responsibility of the contract to the location of making.<2> In this circumstances, but, the absence of information on which to base a dominance of recommendation does not preclude the decision of the instance. We have said a number of times in this Circuit that the question of the create of relief is a matter for <172 F.2d 82> a federal court to decide.<3> But neither federal decisions<4> nor the katifund.org of New Jersey or Pennsylvania as expressed in the Unicreate Sales Act<5> differ upon this suggest. A party may have certain performance of a contract for the sale of chattels if the legal remedy is inadequate. Inadequacy of the legal remedy is necessarily a issue to be established by an examicountry of the facts in each certain circumstances.
We think that on the question of adequacy of the legal remedy the instance is one proper for certain performance. It was specifically found that at the time of the trial it was "basically difficult to obtain Chantenay carrots in the open up industry." This Chantenay carrot is one which the plaintiff supplies in huge amounts, furnishing the seed to the growers through whom it renders contracts. It was not claimed that in nutritive worth it is any kind of better than other forms of carrots. Its blunt shape provides it simpler to take care of in handling. And its shade and also texture differ from other varieties. The shade is brighter than various other carrots. The trial court uncovered that the plaintiff faicaused establish what propercentage of its carrots is supplied for the production of soup stock and also what propercentage is offered as identifiable physical ingredients in its soups. We execute not think absence of proof on that point is product. It did show up that the plaintiff offers carrots in fifteen of its twenty-one soups. It likewise showed up that it uses these Chantenay carrots diced in some of them and also that the appearance is uniform. The preservation of uniformity in appearance in a food write-up marketed throughout the nation and also marketed under the manufacturer"s name is a issue of considerable commercial definition and also one which is correctly thought about in determining whether a substitute ingredient is just as good as the original.
The trial court concluded that the plaintiff had faibrought about establish that the carrots, "judged by objective requirements," are distinct products. This we think is not a pure truth conclusion prefer a finding that Chantenay carrots are of unicreate shade. It is either a conclusion of katifund.org or of blended reality and also katifund.org and also we are bound to exercise our independent judgment upon it. That the test for certain performance is not necessarily "objective" is displayed by the many type of instances in which equity has offered it to enpressure contracts for short articles — family members heirlooms and the favor — the value of which was personal to the plaintiff.<6>
Judged by the general criteria applicable to determining the adequacy of the legal remedy<7> we think that on this suggest the case is a appropriate one for equitable relief. Tright here is substantial authority, old and also brand-new, mirroring liberality in the granting of an equitable remedy.<8> We watch no reason why a court must be reluctant to provide certain relief as soon as it have the right to be given without supervision of the court or various other time-consuming processes against one who has deliberately damaged his agreement. Here the items of the unique form contracted for were unavailable on the open market, <83> the plaintiff had contracted for them long ahead in anticipation of its requirements, and also had gathered a basic reputation for its products as component of which reputation unicreate appearance was essential. We think if this were all that was associated in the situation specific performance have to have been granted.
The factor that we shall affirm instead of reversing via an order for specific performance is uncovered in the contract itself. We think it is too hard a bargain and also too one-sided an agreement to entitle the plaintiff to relief in a court of conscientific research. For each individual grower the agreement is made by filling in names and quantity and also price on a published form furniburned by the buyer. This form has actually rather obviously been drawn by skilful draftsmen via the buyer"s interests in mind.
Paragraph 2 gives for the manner of distribution. Carrots are to have their stalks reduced off and be in clean sanitary bags or other containers apshowed by Campbell. This paragraph concludes with a statement that Campbell"s determination of conformance through specifications shall be conclusive.
The defendants assault this provision as unconscionable. We carry out not think that it is, standing by itself. We think that the provision is similar to the promise to percreate to the satisfactivity of another<9> and that Campbell would certainly be hosted liable if it refsupplied carrots which did in truth concreate to the specifications.<10>
The next paragraph permits Campbell to refuse carrots in excess of twelve loads to the acre. The next consists of a covenant by the grower that he will not market carrots to anyone else other than the carrots rejected by Campbell nor will certainly he permit anyone else to flourish carrots on his land also. Paragraph 10 provides liquidated damperiods to the level of $50 per acre for any type of breach by the grower. Tright here is no provision for liquidated or any type of other damperiods for breach of contract by Campbell.
The provision of the contract which we think is the hardest is paragraph 9, collection out in the margin.<11> It will be listed that Campbell is excprovided from accepting carrots under specific situations. But even under such situations the grower, while he cannot say Campbell is liable for faiattract to take the carrots, is not permitted to sell them elsewhere unless Campbell agrees. This is the sort of provision which the late Francis H. Bohlen would contact "transferring a great joke too far." What the grower might carry out through his product under the situations set out is not clear. He has actually covenanted not to keep it all over except on his very own farm and also not to offer to anybody else.
We are not suggesting that the contract is illegal. Nor are we saying any type of excuse for the grower in this instance who has deliberately broken an agreement entered right into with Campbell. We perform think, but, that a party that has offered and also thrived in gaining an agreement as difficult as this one is, must not come to a chancellor and also ask court assist in the enforcement of its terms. That equity does not enpressure unconscionable bargains is too well establimelted to require intricate citation.<12>
<84> The plaintiff argues that the provisions of the contract are separable. We agree that they are, however carry out not think that decisions separating out certain provisions from illegal contracts are in point here. As already shelp, we carry out not indicate that this contract is illegal. All we say is that the sum complete of its provisions drives too tough a barobtain for a court of conscientific research to assist.
This disposition of the trouble makes unvital better conversation of the sepaprice licapability of Lojeski, who was not a party to the contract, yet who purchased some of the carrots from the Wentzes.
The judgments will certainly be affirmed.
See more: What Is D/Dt - The Difference Between D/Dt(Dy/Dx)
<1>The concern is preserved on appeal by an arrangement under which Campbell got all the carrots held by the Wentzes and Lojeski, paying a stipulated industry price of $90 per ton, $30 to the defendants, and also the balance into the registry of the District Court pfinishing the outcome of these appeals.
<2>A. M. Webb & Co. v. Robert P. Miller Co., 3 Cir., 1946, 157 F.2d 865; Griffin v. Metal Products Co., 1919, 264 Pa. 254, 107 A. 713; Restatement, Conflict of katifund.orgs § 332 (1934). Cf. Texas Motorcoaches v. A. C. F. Motors Co., 3 Cir., 1946, 154 F.2d 91; Restatement, Conflict of katifund.orgs § 358 (1934).
<3>Orth v. Transit Investment Corp., 3 Cir., 1942, 132 F.2d 938; Black & Yates v. Mahogany kind of Assn., 3 Cir., 1941, 129 F.2d 227, 148 A.L.R. 841, certiorari denied, 1942, 317 U.S. 672, 63 S.Ct. 76, 87 L.Ed. 539. Cf. Keep in mind, 55 Yale L.J. 401 (1946).
<4>Gray v. Premier Investment Co., D.C. W.D.La., 1943, 51 F.Supp. 944; Texas Co. v. Central Fuel Oil Co., 8 Cir., 1912, 194 Fed. 1.
<5>Unidevelop Sales Act, § 68, N.J.S.A. 46:30-74; 69 P.S. § 313.
<6>Burr v. Bloomsburg, 1927, 101 N.J. Eq. 615, 138 A. 876; Sloane v. Clauss, 1901, 64 Ohio St. 125, 59 N.E. 884; 5 Williston, Contracts § 1419 n. 6 (Rev. ed. 1937).
<7>Restatement, Contracts § 361 (1932); 5 Williston, Contracts § 1419 (Rev. ed. 1937); 1 Pomeroy, Equity Jurisprudence § 221b (5th ed. 1941).
<8>Oreland also Equipment Co. v. Copco Steel and also Engineering Corp., 1944, 310 Mich. 6, 16 N.W.2d 646; Kann v. Wausau Abrasives Co., 1925, 81 N.H. 535, 129 A. 374; Mantell v. International Plastic Harmonica Corp., 1946, 138 N.J.Eq. 562, 49 A.2d 290; DeMoss v. Conart Motor Sales, Inc., Ohio Com.Pl., 1947, 72 N.E. 2d 158, provided in 26 Tex.L.Rev. 351 (1948); Cochrane v. Szpakowski, 1946, 355 Pa. 357, 49 A.2d 692; Keep in mind, 152 A.L. R. 4 (1944). Professor Williston has actually repetitively promoted a much more liberal use of equitable remedies, specifically under the certain performance provision of the Unicreate Sales Act. 3 Williston, Sales § 601 (Rev. ed. 1948); 5 Williston, Contracts § 1419 (Rev. ed. 1937).
<9>Restatement, Contracts § 265 (1932); 3 Williston, Contracts § 675A (Rev. ed. 1937).
<10>Griffin Mfg. Co. v. Boom Boiler & Welding Co., 6 Cir., 1937, 90 F.2d 209, certiorari denied 1937, 302 U.S. 741, 58 S.Ct. 143, 82 L.Ed. 573; Lord Co. v. Industrial Dying & Finishing Works, 1916, 252 Pa. 421, 97 A. 573; 3 Williston, Contracts § 675A, n. 11 (Rev. ed. 1937).
<11>"Grower shall not be obligated to deliver any kind of Carrots which he is unable to harvest or supply, nor shall Campbell be obligated to get or pay for any type of Carrots which it is unable to inspect, grade, get, take care of, use or fill at or ship in processed develop from its plants in Camden (1) because of any kind of circumstance past the control of Grower or Campbell, as the instance may be, or (2) bereason of any labor disturbance, occupational stopweb page, slow-down, or strike involving any of Campbell"s employees. Campbell shall not be liable for any type of delay in receiving Carrots due to any kind of of the above contingencies. During periods when Campbell is unable to obtain Grower"s Carrots, Grower might with Campbell"s written consent out, dispose of his Carrots elsewhere. Grower may not, yet, offer or otherwise dispose of any kind of Carrots which he is unable to provide to Campbell."
<12>4 Pomeroy, Equity Jurisprudence § 1405a (fifth ed. 1941); 5 Williston, Contracts § 1425 (Rev. ed. 1937).