Story Case

The First National Bank of Memphis ordered from the Williams Novelty Company, 10,000 novelty advertising calendars. The novelty company wrote the bank as follows: "We agree to make you 10,000 novelty calendars of unique and original design; shipment will be completed before December 15." The goods, however, did not arrive until the second of January. The First National Bank, nevertheless, accepted them, but sued on the ground that the goods were not delivered, according to the warranty of the Williams Novelty Company. Can the bank recover?

Ruling Court Case. Woodruff Vs. Rogers, Volume 23 Ohio State Reports, Page 632

A contract between the parties to this action was as follows:

"Cincinnati, Oct. 13.

Sold to J. H. Rogers one thousand sacks of coarse Liverpool, and two thousand sacks fine Liverpool salt at $2.10 per sack, arrive by November 15."

The salt arrived a few days later, and Rogers refused to accept it. This was an action for the price thereof by Woodruff.

In defense, Rogers contended that the statement, "to arrive by November 15" was a warranty, and since the salt did not arrive by that time, he was under no obligation to receive or pay for it.

Mr. Justice Stone said: "Effect is, of course, to be given to the words of the contract, "to arrive by November 15," but the question is, what effect? They are, as we think, words of condition and description only, and cannot be construed as a warranty that the salt shall "arrive." Judgment was given for Woodruff.

Ruling Law. Story Case Answer

Whether or not words in a contract are mere description or constitute a warranty is often determined by their importance in inducing the contract. If without them, the purchaser would not have acted, they usually constitute a warranty.

In the case between the First National Bank and the Williams Novelty Company, the former will recover. Here the words, "shipment to be completed before December 15," were more than mere "words of condition and description;" since the value of a calendar is materially lessened if it be delivered late. The statement that the calendars would be on hand by December 15, was an inducement to the First National Bank to enter into the agreement.