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GRANT V. NAYLOR, 8 U. S. 224 (1808)

U.S. Supreme Court

Grant v. Naylor, 8 U.S. 4 Cranch 224 224 (1808)

Grant v. Naylor

8 U.S. (4 Cranch) 224




A letter of credit addressed by mistake to John and Joseph Naylor and delivered to John and Jeremiah Naylor will not support an action by John and Jeremiah for goods furnished by them to the bearer upon the faith of the letter of credit. It is not a written contract between the plaintiffs and the defendants, and parol proof cannot be admitted to make it such. It is not

a case of ambiguity or of fraud or of mistake on the part of the plaintiffs.

Error to the Circuit Court for the District of Maryland in an action of assumpsit brought by John and Jeremiah Naylor against Daniel Grant.

The verdict and judgment below were for the plaintiffs on the second count of the declaration, which stated in substance that it was agreed between the plaintiffs and defendant that if the plaintiffs would at the request of the defendant sell and deliver to a John Hackett and Alexander Grant "divers goods, wares and merchandises,"

Page 8 U. S. 225

he, the defendant, in consideration of the same, promised to pay the plaintiff as much money as they reasonably deserved to have therefor in case Hackett and Grant did not pay for them, and that, in consideration of the defendant's promise and at his request, they sold and delivered to Hackett and Grant "divers goods, wares and merchandises," and reasonably deserved to have therefor 2,168 sterling, of which the defendant and Hackett and Grant had notice, and which Hackett and Grant did not pay, but refused, and are insolvent, of all which the defendant had notice, and in consideration of the premises promised to pay the plaintiffs the said sum of 2,168 sterling, of the value, &c., which he has failed to do.

Upon the issue of nonassumpsit, the plaintiffs read in evidence a letter, admitted to be signed by and with the name of the defendant, and directed "To Messrs. John and Joseph Naylor and Company," in the following words:

"Baltimore, 6 April, 1795"


"By the recommendation of Mr. Travis, I take the liberty to address you by my son Alexander, who visits England with a view of establishing connections in the commercial line there in the different manufactories and others. He is concerned with Mr. John Hackett, of this place, under the firm of Hackett & Grant. For their plan I refer to themselves. Have therefore only to add that I will guarantee their engagements should you think it necessary, for any transaction they may have with your house."

The plaintiffs also produced and offered to read in evidence a commission (with interrogatories, and an exhibit and depositions) directed to two persons, in the usual form, commanding them to take the examination of the witnesses in writing upon the interrogatories, and to send them to the court closed up and under the seals of any two or one of them, and requiring them to take the

Page 8 U. S. 226

oath annexed to the commission, but not directing before whom or in what manner the oath should be taken.

The depositions under this commission went to prove that there was no commercial house at Wakefield (the town where the plaintiffs lived) under the name of John & Joseph Naylor & Company. That the firm of the plaintiffs was John & Jeremiah Naylor & Company, and that the Mr. Travis mentioned in the letter was the agent of the plaintiffs. That the letter was in fact intended for that house, and was delivered to it by Alexander Grant, of the house of Hackett & Grant, who obtained goods upon the credit of it and who became insolvent.

To that reading of this commission and depositions the defendant objected, contending that the commission was illegally and defectively executed, but the court below overruled the objection and suffered them to be read.

The defendant then prayed the court to instruct the jury that upon this evidence, the plaintiffs were not entitled to recover upon either count in the declaration, but the court refused, and instructed the jury that the evidence was proper and legal to support the issue on the part of the plaintiffs, and sufficient in law for that purpose if by the jury believed to be true and if they should believe that the letter was intended to be addressed and was addressed by the defendant to the plaintiffs.

To which opinions of the court the defendant excepted, and brought his writ of error.

Page 8 U. S. 234

MR. CHIEF JUSTICE MARSHALL delivered the opinion of the Court as follows:

In this case, three points are made by the plaintiff in error on the letter which constitutes the basis of this action. He contends,

1st. That this letter being a collateral undertaking, and being addressed to John & Joseph Naylor & Co., the plaintiffs below cannot be admitted to prove by parol testimony that it was intended for and is an assumpsit to John & Jeremiah Naylor.

2d. That the undertaking was conditional, and required notice to be given to the writer of the intent and nature of his liability.

Page 8 U. S. 235

3d. That it is confined to the shipments made during the year in which it was written.

On the first objection the Court has felt considerable difficulty. That the letter was really designed for John & Jeremiah Naylor cannot be doubted, but the principles which require that a promise to pay the debt of another shall be in writing, and which will not permit a written contract to be explained by parol testimony, originate in a general and a wise policy, which this Court cannot relax so far as to except from its operation cases within the principles.

Already have so many cases been taken out of the statute of frauds which seem to be within its letter that it may well be doubted whether the exceptions do not let in many of the mischiefs against which the rule was intended to guard. The best judges in England have been of opinion that this relaxing construction of the statute ought not to be extended further than it has already been carried, and this Court entirely concurs in that opinion.

On examining the cases which have been cited at the bar, it does not appear to the Court that they authorize the explanation of the contract which is attempted in this case.

This is not a case of ambiguity.

It is not an ambiguity patent, for the face of the letter can excite no doubt.

It is not a latent ambiguity, for there are not two firms of the name of John & Joseph Naylor & Co. to either of which this letter might have been delivered.

It is not a case of fraud. And if it was, a court of chancery would probably be the tribunal which would, if any could, afford redress.

If it be a case of mistake, it is a mistake of the writer only, not of him by whom the goods were advanced, and who claims the benefit of the promise.

Page 8 U. S. 236

Without reviewing all the cases which have been urged from the bar, it may be said with confidence that no one of them is a precedent for this.

A letter addressed, by mistake it is admitted, to one house is delivered to another. It contains no application or promise to the company to which it is delivered, but contains an application and a promise to a different company not existing at that place. The company to which it is delivered are not imposed upon with respect to the address, but knowing that the letter was not directed to them, they trust the bearer, who came to make contracts on his own account. In such a case, the letter itself is not a written contract between Daniel Grant, the writer, and John & Jeremiah Naylor, the persons to whom it was delivered. To admit parol proof to make it such a contract is going further than courts have ever gone where the writing is itself the contract, not evidence of a contract, and where no preexisting obligation bound the party to enter into it.

It being the opinion of a majority of the Court that John & Jeremiah Naylor could not maintain their action on this letter, it becomes unnecessary to consider the other points which were made at the bar. It is the opinion of this Court that the circuit court erred in directing the jury that the evidence given by the plaintiffs in that court was proper and sufficient to support the issue on their part. The judgment of the circuit court is therefore to be reversed and the cause sent back for further trial.

Judgment reversed.

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