Supreme Court of Canada
Canadian International Paper Co. v. Soper, [1931] S.C.R. 718
Date: 1931-06-12
Canadian International Paper Co. (Defendant) Appellant;
and
Soper et al (Plaintiffs) Respondents.
1931: May 26, 27; 1931: June 12.
Present: Anglin C.J.C. and Newcombe, Rinfret, Smith and Cannon JJ.
ON APPEAL FROM THE APPELLATE DIVISION OF THE SUPREME COURT OF ONTARIO.
Sale of goods—Goods rejected by purchaser as not being the kind ordered—Construction of agreement—Parol evidence to shew meaning intended by the parties of description in written orders—Whether parties ad idem.
APPEAL by the defendant from the judgment of the Appellate Division of the Supreme Court of Ontario[1] which allowed the plaintiffs’ appeal from the judgment of Kelly J.[2] dismissing the plaintiffs’ action.
[Page 719]
The action was for the price of two snow ploughs. The defence was that the ploughs delivered were not as ordered or represented and were not accepted by the defendant.
On the appeal to this Court, after hearing the arguments of counsel, the Court reserved judgment, and on a subsequent day delivered judgment allowing the defendant’s appeal with costs in this Court and in the Appellate Division, and restoring the judgment of the trial judge. Written reasons were delivered by Anglin C.J.C. (with whom Rinfret J. concurred), by Newcombe J., and by Smith J. (with whom Cannon J. concurred).
Anglin C.J.C. (Rinfret J. concurring) stated that, on the evidence, he was convinced that the trial judge was entirely right in his findings. He pointed out that, the moment it appeared that the description, in each of the written contracts, of the ploughs sold was equivocal, that opened the door for the admission of parol evidence to identify the subject matter intended by the parties—if, indeed, such evidence is not always admissible to identify the true subject matter, when in dispute. After reviewing the evidence at length, he held that, on the whole evidence, it was very apparent that the differences between the ploughs bought and those furnished were quite sufficient to justify the rejection by the defendant of the two ploughs sent out by the plaintiffs; as the case was put by appellant’s (defendant’s) counsel,—either the parties were ad idem as to the subject matter of the contract and, if so, it clearly was two ploughs the same as that seen in the City of Ottawa garage by Leclair (the defendant’s representative), and suitable for work on bush roads, which could be attached to a Linn tractor in such a manner as not to interfere with the loading of supplies on the tractor platform (if need be, the written contracts should be reformed to evidence this arrangement, the testimony in the record being quite sufficient to justify that being done), or the parties were never ad idem, Leclair ordering two ploughs of the above type and Soper thinking that he was ordering two Frink “V” type ploughs with standard Linn attachments; in any case, the action fails.
Newcombe J. held that the parties were not ad idem, and that, without attempting to distribute the responsibility for this, the plaintiffs must fail.
[Page 720]
Smith J. (Cannon J. concurring) held that the trial judge’s finding as to the kind of ploughs intended by the parties was justified by the evidence; that evidence was admissible to shew the meaning that both parties attached to the description of the article appearing in the written orders; and that the outfits delivered were entirely different from the outfits described, according to the understanding of both parties as to the meaning of that description at the time it was used.
Appeal allowed with costs.
W.F. Chipman K.C. and A.C. Hill K.C. for the appellant.
G.F. Henderson K.C. and D.K. MacTavish for the respondents.