IF NO SPECIFIC TIME OF SHIPMENT IS NAMED A REASONABLE TIME IS UNDERSTOOD.
Question—On October 25th we bought of a manufacturer a carload of lumber through their agent. On the 30th we received confirmation of the order. Nothing was said about the time of shipment, except that in sending the sizes on October 26th, we told them to “ship at once.” On November 1st they wrote that they would ship it “the coming week.” No part of it has been shipped yet. We could have disposed of the carload during this time at a very good profit. During all this time we have been completely out of this kind of lumber. Have we a just claim for damages?
Reply: It does not appear whether the confirmation received by the buyers on October 30 was sent by the sellers before or after their receipt of the instruction to “ship at once.” The only importance of this point is this: If the sellers confirmed the order after receiving the instruction to “ship at once,” they were bound to ship at once. If they confirmed the order before receiving this instruction, then the instruction formed no part of the contract, and is not to be taken into account; in that case the sellers were bound simply to ship the lumber within a reasonable time—within the time within which these sizes commonly are shipped. If they have not done so, they are guilty of a breach of contract and the buyers may recover any damages the breach has caused them. They are entitled to be placed by the sellers in as good a position as they would be in if the sellers had carried out their contract according to its terms. The letter of the sellers of November 1, saying they would ship the goods “the coming week,” forms no part of the contract. The agreement was made before that letter was written, and it is binding as originally made. The letter is of importance, however, as showing an estimate of the sellers themselves as to what was a reasonable date of shipment. The letter is not binding upon the buyers, if they can prove that an earlier date would have been reasonable; but it is binding upon the sellers, who wrote it.
Opinion No. 36.