Summary

This case concerns a note drawn up in Portland, Maine, between plaintiff Aldrich and defendant Fox, wherein Aldrich promised to deliver a chest of tea to Fox, and Fox promised to pay a set amount for the chest of tea, but only out of two sources of funds: what he was able to get from reselling the tea, and what a third man, Smith, owed him. The issue before the court was whether the contract represented by the note was conditional, in that Fox would only pay Aldrich if he was able to get the full promised price from the combination of the two sources listed above, or if the terms of the contract required him to pay everything he could get from those two sources, up until the promised amount was paid. Since the value of the tea had fallen significantly between the time the note was drawn up and when Fox would attempt to sell the tea, Fox never accepted delivery of the chest of tea, and was attempting to avoid paying for it since his two sources would not get him enough money to meet the agreed price. The court ruled that Fox receive a payment from Aldrich equal to the value he could have re-sold the tea for, and that Aldrich receive the difference between that amount and the amount promised to him from Fox in the note. The court’s opinion cites Babcock v. Stanley in support of its holding that only the delivery of the chest of tea to Fox would have provided consideration for the contract. Babcock, decided by the Supreme Court of New York in 1814, concerned a dispute over a contract to sell the services of an enslaved woman for a period of four years. It was cited in Aldrich because it discussed delivery as a condition of a valid contract. As the opinion says, “[t]here was no evidence that the negro woman was delivered,” and that is the only information available about what happened to the enslaved woman. Aldrich itself is cited in three subsequent cases, all in the mid-1800s, all concerning the validity of contracts.