Von Mehren & Co. v. Edinburgh Roperie and Sailcloth Co., Ltd [1901] ScotLR 39_181 (29 November 1901)

Von Mehren & Co. v. Edinburgh Roperie and Sailcloth Co., Ltd [1901] ScotLR 39_181 (29 November 1901)

The term 'requirements' in the contract was ambiguous and, in light of the parties' prior dealings and the circumstances, referred only to the pursuers' requirements for the Faroe and Iceland trade. The orders in question were for an expanded business not contemplated by the contract, and thus the defenders were justified in refusing to supply. The defenders are entitled to absolvitor.

Citation
[1901] ScotLR 39_181
Parties
Pursuer: J. Von Mehren & Company; Defender: Edinburgh Roperie and Sailcloth Company, Limited
Jurisdiction
Scotland
Judgment Date
29 November 1901
Procedural Posture
Contract Dispute / Appeal (inner House, First Division, Court of Session)
Outcome
defenders assoilzied (absolved from liability); pursuers' claim dismissed
Legal Topics
Interpretation of Ambiguous Contract Terms, Extrinsic Evidence in Contract Construction, Requirements Contracts, Antecedent Course of Dealing
Contract Law Commercial Law Interpretation of Ambiguous Contract Terms Extrinsic Evidence in Contract Construction Requirements Contracts Antecedent Course of Dealing

Case Brief

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Parties

J. Von Mehren & Company

Pursuer

Edinburgh Roperie and Sailcloth Company, Limited

Defender

Procedural Posture

Contract Dispute / Appeal (inner House, First Division, Court of Session)

Legal Issues

  1. 1 What is the proper construction of the term 'requirements' in the contract?
  2. 2 Is extrinsic evidence admissible to interpret the ambiguous term 'requirements'?
  3. 3 Did the pursuers' orders fall within the scope of the contract as properly construed?

Ratio Decidendi

The term 'requirements' in the contract was ambiguous and, in light of the parties' prior dealings and the circumstances, referred only to the pursuers' requirements for the Faroe and Iceland trade. The orders in question were for an expanded business not contemplated by the contract, and thus the defenders were justified in refusing to supply. The defenders are entitled to absolvitor.

Court Disposition

defenders assoilzied (absolved from liability); pursuers' claim dismissed

Orders

  • The interlocutor of the Lord Ordinary is recalled.
  • The defenders are assoilzied from the conclusions of the summons.