Morrow Cereal Co. v. Ogilvie Flour Mills Co.

Morrow Cereal Co. v. Ogilvie Flour Mills Co.

Majority held that the trial judge’s acceptance of the plaintiff’s version of events and written confirmations as forming binding contracts was entitled to deference and should not be disturbed absent special reason; further, the trial judge applied the correct measure of damages under Roth v. Taysen (difference between replacement cost and contract cost assessed with regard to delivery date and duty to mitigate) and his damages assessment was supported by the evidence, so the Appellate Division’s variation was reversed and the trial judgment restored in respect of liability and damages.

Citation
(1918) 57 SCR 403
Parties
Appellant/defendant: Frederick K. Morrow, Morrow Cereal Company; Respondent/plaintiff: The Ogilvie Flour Mills Company
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
9 October 1918
Procedural Posture
Contract / Appeal to Supreme Court of Canada From Appellate Division of Supreme Court of Ontario; Cross‑appeal on Damages
Outcome
Appeal dismissed with costs; cross‑appeal allowed with costs; judgment of trial judge restoring liability and damages assessment reinstated in part
Legal Topics
Formation of Contract, Confirmatory Writings, Statute of Frauds (discussed), Appellate Review of Findings of Fact, Measure of Damages for Repudiation, Mitigation of Damages, Laches
Source Language
English
Contract Evidence Damages Civil Procedure Formation of Contract Confirmatory Writings Statute of Frauds (discussed) Appellate Review of Findings of Fact +3 more

Case Brief

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Parties

Frederick K. Morrow, Morrow Cereal Company

Appellant/defendant

The Ogilvie Flour Mills Company

Respondent/plaintiff

Procedural Posture

Contract / Appeal to Supreme Court of Canada From Appellate Division of Supreme Court of Ontario; Cross‑appeal on Damages

Legal Issues

  1. 1 Whether the parties formed a binding contract by telegrams, telephone conversations and written confirmations
  2. 2 Whether the respondent’s written confirmations formed part of the contract or were too late/conditional
  3. 3 Whether the trial judge’s factual findings should be disturbed on appeal

Ratio Decidendi

Majority held that the trial judge’s acceptance of the plaintiff’s version of events and written confirmations as forming binding contracts was entitled to deference and should not be disturbed absent special reason; further, the trial judge applied the correct measure of damages under Roth v. Taysen (difference between replacement cost and contract cost assessed with regard to delivery date and duty to mitigate) and his damages assessment was supported by the evidence, so the Appellate Division’s variation was reversed and the trial judgment restored in respect of liability and damages.

Court Disposition

Appeal dismissed with costs; cross‑appeal allowed with costs; judgment of trial judge restoring liability and damages assessment reinstated in part

Orders

  • Appeal dismissed with costs
  • Cross‑appeal allowed with costs