Brilliant Silk Mfg. Co. v. Kaufman

Brilliant Silk Mfg. Co. v. Kaufman

Majority: The disputed clauses are properly read as percentages; the percentage of advance or decline in raw silk and labour governs the percentage change in the contract price of the finished article (one‑half of each contingency added to/deducted from the contract price). The respondent's deliberate repudiation was wrongful; appellant may recover for goods delivered and tendered but cannot recover loss of profit on the unexecuted part because evidence to quantify that loss was insufficient. Exchange and interest to be calculated as directed. Judicial construction against drafter applies where ambiguity exists, but here ordinary meaning sufficed for majority.

Citation
[1925] SCR 249
Parties
Appellant / Plaintiff: Brilliant Silk Manufacturing Co., Inc.; Respondent / Defendant: J. Kaufman
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
3 February 1925
Procedural Posture
Contract of Sale (goods) / Appeal to Supreme Court of Canada From Court of King's Bench, Quebec (final Appeal)
Outcome
Appeal allowed in part for appellant; judgment for appellant on sums due for goods delivered and tendered; claim for loss of profit on unexecuted part denied for lack of proof; costs awarded to appellant.
Legal Topics
Price Determinability, Contract Interpretation, Repudiation, Measure of Damages, Exchange Rate on Foreign Payment, Contra Proferentem
Source Language
English
Contract Law Sale of Goods Civil Law (quebec) Remedies (damages) Price Determinability Contract Interpretation Repudiation Measure of Damages +2 more

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Parties

Brilliant Silk Manufacturing Co., Inc.

Appellant / Plaintiff

J. Kaufman

Respondent / Defendant

Procedural Posture

Contract of Sale (goods) / Appeal to Supreme Court of Canada From Court of King's Bench, Quebec (final Appeal)

Legal Issues

  1. 1 Proper construction of price‑variation clauses (whether percentage applies to finished price or only to raw material/labour components)
  2. 2 Whether buyer's repudiation justified
  3. 3 Whether contract price was sufficiently determinate under Art.1472 C.C.

Ratio Decidendi

Majority: The disputed clauses are properly read as percentages; the percentage of advance or decline in raw silk and labour governs the percentage change in the contract price of the finished article (one‑half of each contingency added to/deducted from the contract price). The respondent's deliberate repudiation was wrongful; appellant may recover for goods delivered and tendered but cannot recover loss of profit on the unexecuted part because evidence to quantify that loss was insufficient. Exchange and interest to be calculated as directed. Judicial construction against drafter applies where ambiguity exists, but here ordinary meaning sufficed for majority.

Court Disposition

Appeal allowed in part for appellant; judgment for appellant on sums due for goods delivered and tendered; claim for loss of profit on unexecuted part denied for lack of proof; costs awarded to appellant.

Orders

  • Judgment for appellant for amounts claimed in respect of goods delivered and tendered ($1,184.85)
  • Parties to agree on sums due for exchange and interest; if they cannot agree points of disagreement to be reported to court