Tipton v. Feitner, 20 N.Y. 423 (1859)
When a contract is divisible into distinct, separately enforceable parts, a party’s breach of one part does not necessarily preclude recovery for the other parts, especially when those parts have been fully performed.
Summary
This case addresses the divisibility of contracts and the impact of partial breach on recovery. Tipton sued Feitner for the price of delivered dressed hogs. Feitner argued that Tipton had breached the contract by failing to deliver live hogs as agreed. The court held that the contract was divisible, with payment for the dressed hogs contingent only on their delivery, not on the delivery of the live hogs. Therefore, Tipton was entitled to recover the price of the delivered dressed hogs, subject to a deduction for Feitner’s damages resulting from the non-delivery of the live hogs. The court emphasized that the key is whether the parties intended the performance of one part of the contract to be a condition precedent to the other.
Facts
Tipton agreed to sell Feitner both dressed and live hogs. The dressed hogs were to be delivered immediately, while the live hogs, coming from Ohio, were to be delivered later. Feitner refused to pay for the dressed hogs, claiming Tipton failed to deliver the live hogs.
Procedural History
Tipton sued Feitner to recover payment for the dressed hogs. The case was referred to a referee who found in favor of Tipton, deducting damages suffered by Feitner for the non-delivery of the live hogs. Feitner appealed, arguing that Tipton’s breach barred any recovery. The New York Court of Appeals reviewed the referee’s decision.
Issue(s)
Whether Tipton’s failure to deliver the live hogs constituted a breach that precluded him from recovering payment for the dressed hogs already delivered under the same contract.
Holding
No, because the contract was divisible, and payment for the dressed hogs was contingent only on their delivery, not the delivery of the live hogs.
Court’s Reasoning
The court reasoned that the contract was divisible because the agreement regarding the dressed hogs was distinct from the agreement regarding the live hogs, with separate prices and delivery times. The court stated that “the bargain respecting the several kinds of property, in regard to the payment for each, is to be taken distributively.” The court emphasized that there was no explicit condition making the delivery of the live hogs a prerequisite for payment for the dressed hogs. “The only condition upon which the payment for the former depended, was their delivery.” The court distinguished this case from those involving entire contracts, such as employment contracts for a fixed period, where full performance is typically a condition precedent to any payment. The court also noted that Feitner had a remedy for Tipton’s breach regarding the live hogs, which was properly addressed through a deduction in damages. The court thus allowed Tipton to recover for the delivered goods while ensuring Feitner was compensated for the breach. The court contrasted its holding with cases involving entire contracts, noting, “These cases proceed upon the ground that the contracts were entire in the sense that full performance of the services contracted for was, by the agreement of the parties, to be made before anything became payable by the employer.”