Sun Printing & Publishing Assn. v. Remington Paper & Power Co.

Defendant agreed to sell to the plaintiff 1,000 tons of paper per month from September, 1919 to December, 1920 for 16,00 tons in all. The price had been agreed upon for the first month. The contract stated that the price should be agreed upon between the parties fifteen days prior to the expiration of the previously agreed term, and that the price shall in no event be higher than the contract price charged by the Canadian Export Paper Company. The contract contained nothing regarding the interval term lengths that also needed to be agreed upon. After the first 4 months, the defendant refused to deliver any more paper to the plaintiff, claiming that the contract was imperfect.

An action to recover for damages in the breach of contract was filed by plaintiff. The Special Term ruled in favor of the plaintiff and denied plaintiff’s motion for judgment on the pleading. The Appellate Division court reversed the order. The plaintiff appeals.

Whether an option contract exists when an agreement to agree on the price and length of terms is manifested, a maximum default price is established; however no default length of time is established.

Appellate Division’s decision reversed to be in favor of the defendant.

Because the parties did not guard against the contingency of failing to come together as to time, to hold the plaintiff to a standard and imply a length of term would be to make the contract over. Because time is as essential to a contract as is price, this establishes that the defendant was not bound to the contract.

Dissent: Both parties intended to be bound to a contract, and the court could deal with the contract month by month, or by fixing it for the remaining twelve months. This would be reasonable under all the circumstances and conditions as applied in the paper trade; otherwise the court sanctifies a deliberate breach.