McMichael v. Price

1936 OK 373, 177 Okla. 186, 58 P.2d 549



Where the terms of a contract are susceptible of two interpretations, that will be adopted which gives some operation to the contract, rather than that which renders it inoperative.


Plaintiff instituted action against defendant to recover damages for breach of a contract. Plaintiff alleged that defendant failed to furnish sand, which plaintiff had already sold for shipment and that defendant renounced the contract. Defendant alleged that plaintiff breached the terms of the contract by failing and refusing to pay for sand shipped each month as required by the contract and advised plaintiff he would cease making further shipments unless he paid as provided in the agreement. Defendant contended that the contract was a mere revocable offer and was not binding for want of mutuality. A verdict was returned in favor of plaintiff and defendant appealed the case to the Supreme Court of Oklahoma.


Was the contract mutually binding?




The court affirmed, finding the contract was mutually binding upon the parties, and holding that the finding by the jury in favor of plaintiff regarding defendant's claim that plaintiff did not correctly pay for the sand was supported by competent evidence. The court held that a contract should be construed in such a way as to make the obligation imposed by its terms mutually binding upon the parties, unless such construction is wholly negatived by the language used. 


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