Raffles v. Wichelhaus

A buyer and a seller agreed on cotton to arrive by a ship named Peerless from Bombay. Two ships of that name sailed from Bombay, one in October and one in December, and each side meant a different one. The Court of Exchequer gave judgment for the buyer without giving reasons.

Quick Revision

Read the full judgment: BAILII

Parties

Raffles — plaintiff; the seller of the cotton, who sued the defendant for refusing to accept and pay for it.

Wichelhaus — defendant; the buyer of the cotton. The declaration speaks of several defendants, but the report names only Wichelhaus.

Procedural History

1. The plaintiff filed a declaration in the Court of Exchequer. It alleged a sale of cotton at Liverpool and a refusal to accept and pay for it.
2. The defendant filed a plea. It said the ship meant was the Peerless that sailed from Bombay in October, not the one that sailed in December.
3. The report records a demurrer and a joinder in it. It does not say who demurred. Milward argued in support of the demurrer for the plaintiff.
4. Milward argued for the plaintiff in support of the demurrer. Mellish, with Cohen, argued for the defendant in support of the plea.
5. The Court stopped Mellish and gave judgment for the defendants on 27 January. The bench was Pollock, C.B., Martin, B. and Pigott, B. The report's page header shows the year 1864.
6. The report does not name any lower court or earlier decision.

Facts

These facts are as pleaded. The report records no trial and no findings.

1. The plaintiff and the defendants made an agreement at Liverpool that the plaintiff would sell, and the defendants would buy, 125 bales of Surat cotton.
2. The cotton was described as guaranteed middling fair merchant's Dhollorah, to arrive ex Peerless from Bombay.
3. The cotton was to be taken from the quay. The defendants were to pay 17-d. per pound (as printed in the saved text) within a time agreed after the goods arrived in England.
4. The plaintiff pleaded that the goods did arrive by the said ship from Bombay at Liverpool. He said he was ready, willing and offered to deliver them to the defendants.
5. The plaintiff pleaded as breach that the defendants refused to accept the goods or pay for them.
6. The defendant pleaded that the ship meant and intended by him was the Peerless that sailed from Bombay in October.
7. He pleaded that the plaintiff was not ready and willing, and did not offer, to deliver any bales that arrived by that ship.
8. He pleaded that the plaintiff was ready only to deliver 125 bales of Surat cotton that arrived by another ship, also called Peerless. That ship sailed from Bombay in December.

Issues Raised

The report frames no issues. These follow from the headnote and the arguments.

1. Was the defendant's plea a good answer to the claim? The plea said he meant the October Peerless, and the plaintiff offered cotton from the December Peerless.
2. Did the words ex Peerless from Bombay bind the defendant to accept cotton arriving by either ship of that name?
3. Could parol evidence (evidence from outside the written contract) show which ship each side meant, given two ships of that name?

Arguments Contended

For the plaintiff (Milward, in support of the demurrer):

• The contract was for a number of bales of cotton of a particular description, which the plaintiff was ready to deliver.
• It is immaterial by what ship the cotton arrives, so long as the ship is called Peerless.
• The words to arrive ex Peerless only mean that the contract ends if the vessel is lost on the voyage.
• The contract is not for the sale of a ship called Peerless. It is for the sale of cotton on board a ship of that name.
• The defendant has no right to contradict, by parol evidence, a written contract that is good on its face.
• The defendant does not allege misrepresentation or fraud. He says only that he thought the ship was a different one.
• "Intention is of no avail, unless stated at the time of the contract."
• The time of sailing is no part of the contract.
• In the warehouse comparison, goods would be in both warehouses. Here it does not appear that the plaintiff had any goods on board the other Peerless.
• The report cites no case for the plaintiff.

For the defendant (Mellish, with Cohen, in support of the plea):

• Nothing on the face of the contract shows that any particular ship called Peerless was meant.
• The moment it appears that two ships called Peerless were about to sail from Bombay, there is a latent ambiguity (an unclearness that shows only from outside facts).
• Parol evidence may then show that the defendant meant one Peerless and the plaintiff another.
• Therefore "there was no consensus ad idem, and therefore no binding contract."
• The report cites no case for the defendant. The Court stopped Mellish, so his argument is short.

Court's Reasoning

The report has no numbered paragraphs, so no paragraph numbers are cited. The Court gave no reasons. The only recorded reasoning is the remarks made during argument by Pollock, C.B. and Martin, B.

The Court (Pollock, C.B., Martin, B. and Pigott, B.)

1. Noted: Pollock, C.B. said it would be a question for the jury whether both parties meant the same ship called Peerless. (during Milward's argument)
2. Noted: Milward replied that this would be so if the contract were for the sale of a ship. It was for cotton on board a ship of that name. (during Milward's argument)
3. Noted: Pollock, C.B. said the defendant bought only the cotton that was to arrive by a particular ship. (during Milward's argument)
4. Noted: Pollock, C.B. compared it to a contract for goods in warehouse A. He asked whether delivery of like goods from warehouse B would satisfy it. (during Milward's argument)
5. Noted: Martin, B. said "It is imposing on the defendant a contract different from that which he entered into." (during Milward's argument)
6. Noted: Pollock, C.B. compared it to a contract to buy wine from a particular estate in France or Spain, where two estates have that name. (during Milward's argument)
7. Noted: Pollock, C.B. pointed out that one vessel sailed in October and the other in December. Milward answered that the time of sailing is no part of the contract. (during Milward's argument)
8. Noted: the Court stopped Mellish and did not call on him to finish his argument. (end of argument)
9. Held: "There must be judgment for the defendants." The headnote says the plea was a good answer on demurrer. (Per Curiam)
10. Noted: the saved text shows a footnote marker after Per Curiam. The footnote text is not in the file. No separate opinion by Pigott, B. is recorded.

Authorities

• No case is cited by counsel or by the Court in the report.
• Also cited in footnotes: none. The footnote text is not in the saved file.

Provisions

• No statute or article is mentioned in the report.

Judgement

1. The Court of Exchequer gave judgment for the defendants. The words are "There must be judgment for the defendants."
2. The bench was Pollock, C.B., Martin, B. and Pigott, B. The date recorded is 27 January.
3. The report states no costs and no other direction.

Legal Principle / Ratio

• The report states no reasons. The recorded decision is that, on the pleaded facts, the plea was a good answer to the claim.
• The plea said that each side meant a different ship named Peerless. Judgment went to the defendants, and the report records nothing further.
• Key holding, from the headnote: "the plea was a good answer".

Critical Analysis

Analysis based on the judgment text.

• The Court gave no reasons. The report does not say whether the ruling rests on a lack of consensus ad idem (agreement on the same thing).
• The decision came on a demurrer. The pleaded facts were never tested at a trial.
• The report does not say whether the plaintiff had any cotton on the October ship.
• The Court stopped Mellish's argument, so the report does not show how the Court answered the parol evidence point.
• The plaintiff's side says no fraud or misrepresentation is alleged. The report does not say how the Court treated that point.

Significance

• The report records a decision on pleadings, with judgment for the defendants.
• The judges' remarks show how the Court tested the plaintiff's reading: goods in two warehouses and wine from two estates.
• The report gives no reasons, so it is safest to cite it for its outcome and the remarks made during argument.
• The Notes page on Fraud, Misrepresentation and Mistake lists this case. That page is the place for the wider doctrine.

Exam-Important Points

• Facts in one line: cotton was sold to arrive ex Peerless from Bombay, and two ships of that name sailed, in October and December.
• Holding: on demurrer, the plea was a good answer, and judgment went to the defendants. Trap: the Court gave no reasons.
• Defendant's argument: a latent ambiguity let parol evidence show which ship each side meant, so there was no consensus ad idem.
• Plaintiff's argument: the time of sailing is no part of the contract, and intention is of no avail unless stated at the time.
• Judges' remarks: warehouse A and B, wine from two estates, and imposing a different contract on the defendant.
• Trap: do not attribute a full mistake doctrine to the report. It contains no statute and no cited case.

Prepared from the full text of the judgment. The judgment text has no numbered paragraphs, so no paragraph numbers are cited. The page number of 159 ER is not in the saved text.