The Walkers, breeders of imported Angus cattle, agreed to sell Sherwood a cow, Rose 2d of Aberlone, for five and one-half cents per pound, less fifty pounds for shrinkage. Their signed letter confirmed the sale and enclosed an order directing their farm manager to deliver the cow to Sherwood at King’s cattle-yard and have her weighed. The parties believed the cow was barren and therefore valuable chiefly as beef; a breeding cow would be worth dramatically more.
Before Sherwood collected the cow, the farm manager concluded that she was probably with calf. The Walkers then refused delivery, explaining that they could not sell her at the agreed price if she was a breeder. The cow later gave birth. Sherwood tendered $80, brought replevin, obtained possession under the writ, and had the cow weighed at 1,420 pounds.
The justice’s court and the Wayne County Circuit Court ruled for Sherwood. The circuit judge instructed the jury that title could have passed if the Walkers intended their letter and delivery order to transfer it, and that the cow’s fertility was immaterial. The Walkers sought review in the Michigan Supreme Court.
Issue #1
Whether the Walkers’ signed letter and delivery order satisfied the statute of frauds and could support an enforceable sale without actual delivery or payment.
Holding
Yes. The signed writings were a sufficient memorandum of the agreement, so the absence of actual delivery, earnest money, or part payment did not itself invalidate the sale.
Reasoning
Because the cow was worth more than $50, the statute of frauds required either acceptance or receipt of goods, payment or earnest, or a signed written memorandum. Sherwood had neither received the cow by voluntary delivery nor paid any part of the price, but the Walkers’ signed letter identified the cow and stated the agreed price formula. That writing was sufficient to take the agreement outside the statute of frauds if the parties had otherwise completed a sale.
reasoning
Issue #2
Whether the contract made passage of title depend, as a matter of law, on weighing the cow and fixing her exact price before delivery.
Holding
No. Whether the parties intended title to pass before weighing was a factual question properly submitted to the jury.
Reasoning
The letter did not make payment a condition precedent to title. It allowed Sherwood either to leave a check with the farm manager or mail a check to the Walkers, showing that payment need not occur simultaneously with delivery.
reasoning
Issue #3
Whether the contract made passage of title depend, as a matter of law, on weighing the cow and fixing her exact price before delivery.
Holding
No. Whether the parties intended title to pass before weighing was a factual question properly submitted to the jury.
Reasoning
The cow was specifically identified, and the delivery order directed the manager to deliver her and to have her weighed. The Court read that language as not clearly requiring weighing before delivery or before title could pass. The weighing could be accurately done without the Walkers’ participation, and the parties’ intent regarding title therefore remained a question of fact rather than a legal conclusion compelled by the documents.
reasoning
Issue #4
Whether the Walkers could rescind because both parties contracted on the belief that Rose 2d was barren, when she was in fact capable of breeding.
Holding
Yes, if the jury found that both parties understood the cow to be barren and useless for breeding. That mutual mistake went to the substance of the bargain, and the Walkers could refuse delivery.
Reasoning
A party may avoid a contract made on a mutual mistake of a material fact when the mistake concerns the subject matter or another fact that goes to the root of the agreement. A mistake about a mere quality or accidental feature ordinarily does not undo an otherwise valid bargain.
reasoning
Issue #5
Whether the Walkers could rescind because both parties contracted on the belief that Rose 2d was barren, when she was in fact capable of breeding.
Holding
Yes, if the jury found that both parties understood the cow to be barren and useless for breeding. That mutual mistake went to the substance of the bargain, and the Walkers could refuse delivery.
Reasoning
The difference between a barren cow worth about $80 as beef and a breeding cow worth $750 to $1,000 was not merely a difference in value or quality. In the Court’s view, a permanently barren cow was substantially a different kind of animal, for purposes of use and value, from a fertile breeding cow. The parties would not have made this bargain had they known the animal’s true condition.
reasoning
Issue #6
Whether the Walkers could rescind because both parties contracted on the belief that Rose 2d was barren, when she was in fact capable of breeding.
Holding
Yes, if the jury found that both parties understood the cow to be barren and useless for breeding. That mutual mistake went to the substance of the bargain, and the Walkers could refuse delivery.
Reasoning
The circuit court erred by instructing the jury that fertility was immaterial. The jury instead should have been instructed to find for the Walkers if it concluded that the sale rested on the mutual understanding that Rose 2d was barren and that she was actually capable of breeding. The Supreme Court reversed and ordered a new trial because that factual question had not been properly presented to the jury.
reasoning