Procedural Posture: employer defense law firms
Appellant buyer, a milling company, sought review from a judgment of the Superior Court of Orange County (California) entered in favor of respondent sellers in an action by the latter for a breach of a contract to purchase barley.
Under the terms of the subject contract, the sellers were to deliver the barley as soon as possible after threshed. The buyer set up a different writing, which it claimed evidenced the agreement as finally made. That writing provided that the barley was to be delivered within 100 days from the date of the second instrument. Contemporaneously with the signing of the second instrument, the buyer paid to the sellers a certain sum which, under the terms of the first agreement, was to be paid immediately by the buyer on account of the purchase price. Within 100 days from the date of the second writing, the sellers delivered to the barley to the buyer, who then paid for it. Thereafter, as soon as possible after threshing and within the time contemplated by the first instrument but more than 100 days after the date of the second instrument, the sellers offered the buyer more barley. The buyer refused acceptance. The court held that the sellers were entitled to recover damages for the buyer’s breach of the first agreement. The sellers were misled into signing the second writing. Also, the second writing was not a complete contract because it did not describe the subject matter of any sale.
The court affirmed the judgment of the trial court.