with the time and method of payment. It was intended to secure the price to the buyer as soon as the wool was loaded. It was not intended to affect the obligation of the seller to ship in accordance with the terms of the contract, or to relieve the buyer of the obligation to pay for the wool in some manner if the seller complied with the requirement of the contract as to delivery.
The expiration date of the letter of credit was inserted unilaterally by the defendant without prior agreement or even discussion with the seller. The fact that the plaintiff merely received the letter of credit, without protest, does not, in my opinion, prove that it was willing to write March 31 into the contract as the date for shipment. It appears that it was a very widespread practice for buyers, under similar circumstances, to renew letters of credit when it appeared that shipment could not be made before the expiration date of the letter, although within the terms of the seller's contract. As a practical matter there was no real necessity for Kreglinger to take any action upon receipt of Webb's letter of credit. In view of the way the business was commonly conducted it was not placing an interpretation on the contract when it merely awaited the event to see whether a renewal would be required.
The plaintiff is, therefore, entitled to recover damages in this action.
As to the measure of damages. The ordinary rule, of course, is that an unpaid seller is entitled to the difference between the contract price and the market or current price at the time or times when the goods ought to have been accepted. At the time the defendant rejected the goods, it can hardly be disputed that there was no market for wool in New Zealand. The plaintiff was entirely justified in shipping the wool to Philadelphia where, although the market had broken, it still could be sold. As the Court in Moody v. McTaggart, 29 Pa. Super. 465, 469, said 'What the plaintiffs did was evidently in the interest, and for the benefit, of the defendants, and we know of no legal ground or principle of equity on which they will be heard to successfully claim that the plaintiffs should have sued them for the entire purchase price of the cargo of coke rather than for the amount which remained after deducting the amount for which they were enabled to sell it in the best market, at the best price obtainable.'
The only question is whether, after the wool arrived in Philadelphia, the plaintiff's holding it without reselling, until October 21, was unreasonable under all the circumstances.
The wool was unloaded in Philadelphia on July 10. The plaintiff demanded payment from the defendant and the defendant refused. The defendant throughout had refused, though wrongfully, to pay for the wool. It president did, however, state that the matter should be held in abeyance and that, if Kreglinger could show him that the majority of persons who had wool delayed by the strike were accepting it, he would, if they were similarly situated, reconsider his refusal and accept the wool. By the time the wool arrived in Philadelphia, the plaintiff was in a position to present such facts as it had concerning the action of other wool buyers to the defendant. The fact is that the defendant was the only buyer who purchased from the plaintiff while the strike was in progress and, had the plaintiff disclosed this fact to the defendant, no doubt the defendant would have been able to give the plaintiff a definite refusal much earlier in the negotiations. However, whether the defendant's default be regarded as occurring March 31, the date of Webb's letter, or on April 20, the date that loading was completed, or July 10, the day the wool arrived in this country, is of little moment since, as previously stated, the plaintiff was amply justified in bringing the wool from a place where there was no market to a place where there was one. The market value for the wool on July 10 was $ 1.48.
The additional three months delay on the part of the plaintiff before selling the wool was, I believe, unjustified. The negotiations between the plaintiff and the defendant by July 10 had reached the point where they amounted to little more than the plaintiff's demanding that the defendant accept the wool and the defendant's refusal to do so. Furthermore, the plaintiff failed to disclose to the defendant the one that which I cannot but feel would have made the defendant's refusal final. I, therefore, conclude that the plaintiff is entitled to recover from the defendant the difference between the contract price and the market price on July 10 of $ 1.48, together with necessary expenses incurred up to that date
An order may be submitted in accordance with this opinion.