Fortieth Year

MINNEAPOLIS, MINN., DECEMBER 4, 1912

Volume 92 Number 10

FLOUR SALES AND THE LAW—PART I

An attempt will be made in this article, and others to follow, to explain, in a general way, the respective obligations of buver and seller, under a contract for the sale of flour.

it is difficult to say’ that the law on any particular point js thus and so, for the rerson that in this country we have 48 sovereign states and each one of these states has its own system of jurispru- dence, its own laws and its own courts to construe its laws.

The courts of one state may say that the law is one thing, while the courts of some other state may say that it is a quite different thing. It is true, how- ever, that there is more uniformity and harmony than conflict in the laws of the different states, but, at the same time, there is considerable conflict and, there- fore, in any particular case, it becomes quite important to ascertain the rule in the particular state by the laws of which ine rights and obligations of the parties will be defined.

\ question often asked is, How can -ou determine by what law a contract is io be construed, when the parties thereto reside in different states?

This inquiry is a large subject in itself and it will not be discussed here except to say that in respect to contracts for the sale of flour the law of the state where the flour is to be paid for and de- livered would generally govern, though not always.

It is possible to provide in a contract that it shall be construed under the laws of some particular state, but it is not thought advisable. to make such a provi- sion in contracts for the sale of flour.

The reader will, then, bear in mind that in making a statement as to what the law is, in referring to the entire 48 states in this country, it is possible only to say what the generally accepted rule is. It would be possible to state what the rule is in each state, but that would unduly lengthen these articles. ‘The only safe course is to ascertain what the law of the particular state is in a concrete case.

There are certain general and funda- mental things, however, upon which all courts are agreed. One is that parties may contract as they see fit. There are certain exceptions to this but they are very few.

This conflict in the laws of the different states makes it desirable that flour con- tracts should be detailed and specific. It is only where the contract is silent or not clear that it is necessary for the courts to construe it and to say what the rights and obligations of the parties thereunder are. Therefore, the more detailed and clearer the contract is, the less oppor- tunity there is for disagreement between the parties or misunderstandings as_ to what their rights and obligations are, and the Tess occasion there is for the inter- vention of the courts.

SIGNATURES NECESSARY

It is known to most millers that, in order to bind a party to a contract of sale, there must be a written memo- randum of the sale signed by such party, or his duly authorized agent for him. Such memorandum, I believe, is required in all states, although some of the states make this requirement only where the price of the goods exceeds a certain sum, usually $50. There are also certain other exceptions to this requirement, which do not interest the miller or buyer to any great extent, the two most common being that no signature is necessary where a portion of the goods are accepted by the buyer, or a portion of the purchase price paid, at the time the sale is made.

Copyright, 1912, by The Miller Publishing Co.

By H. L.

What is generally known as the “Stat- ute of Frauds” makes this requirement. The purpose of this statute was to do away with the confusion, uncertainty and trouble arising and the opportunity to perpetrate fraud, and the chances for mistake, where the contract of sale is not reduced to writing. It cannot be doubted that this is one of the most beneficial laws on the statute books, as a moment’s reflection and analysis will disclose.

While it is probably true that, if a memorandum is signed by one of the par- ties, it is sufficient to bind that party, it is safer to have the memorandum signed by both of the parties to the contract, so that they may both be bound and its validity. cannot be questioned.

ESSENTIALS REQUIRED

A question which quite often presents itself is, What memorandum in writing over the signature of the parties is suf- ficient in order to constitute a binding contract?

It is not every memorandum that is sufficient. The memorandum need not be formal, nor does it need to contain any particular words. It may consist of sev- eral detached writings, such as telegrams, correspondence and other writings, as long as it appears that the various pieces are related and constitute a whole.

While there are many decisions upon this subject in the various states, the only safe rule to follow is to see that the apparent essentials are stated in the memorandum, to wit: The names of the seller and buyer, the time of delivery or shipment, place of delivery, kind and quantity of goods to be delivered, manner of packing and price to be paid. It is also well, although not absolutely essen- tial, to specify the time and manner of payment.

The fact that these essentials are noted in writing over the signature of the par- ties does not prevent either one from claiming and testifying that there were other terms and conditions of which no memorandum was made, as long as such other terms and conditions are not con- tradictory or repugnant to those ex- pressed in writing. This is an argument in favor of a detailed written contract, which will contain the whole agreement of the parties and which will specifically so state, to prevent the claim that there were other terms not reduced to writing.

ARE TELEGRAMS EXCHANGED SUFFICIENT?

It is frequently asked whether or not the exchange of telegrams is sufficient to bind the buyer.

The answer is that if the telegrams contain a memorandum of the essentials just specified, they would be sufficient, hut the great trouble is that telegrams usu- ally merely specify the kind and quantity of flour desired and the price to be paid, without saying anything about the time of shipment and place of delivery; and it is very doubtful as to whether or not, failing to state the time of shipment and place of delivery, they would constitute a sufficient memorandum within the mean- ing of the law.

The safest course to pursue, then, is to have the telegrams contain all of the es- sentials. The manner of packing may not be an essential but it is safer to speci- fy it. So doing will eliminate all oppor- tunity for controversy on that point.

NO FORMAL MEMORANDUM NECESSARY

If we were to confine ourselves in life to only those things that are necessary, much would be eliminated. So with any

HOIDALE

contract. A very brief memorandum may be sufficient in the sense that it is valid and binding, but a more detailed contract may be highly desirable and much more effective than a short one which does not express the entire agree- ment of the parties, and leaves so much to be read into it, in case of dispute, by the courts.

Thus, while it is well understood that a formal memorandum is not necessary in order that the contract be binding and valid, it is true, too, that such memo- randum is desirable.

Any writing or writings, over the sig- natures of the parties, from which it appears that a purchase and sale was in- tended, and from which the essentials can be determined with reasonable definite- ness, will be sufficient to be binding.

As previously stated, and as most busi- ness people understand, correspondence which has passed between the parties will be sufficient if the essentials of the contract can be extracted therefrom and if it can be determined therefrom that the parties have in fact reached an agreement, evi- denced by the correspondence, on the es- sential elements, however meagerly or in- formally expressed they may be.

A great deal might be said on_ this general subject of what is necessary in the way of a memorandum, and many in- teresting ilustrations made, but so doing would unduly extend these articles. The point which it is desired to emphasize is that the writing must at least contain the apparent essentials indicated and show that the parties have agreed thereto over their signatures.

THE SHORT FORM

Taking the short form of contract, quite extensively employed, we will in- quire into the rights and obligations of the parties thereunder. Special provisions contained in various other contracts will compel different constructions according to the language used and its legal effect, and as there are so many different forms used, no attempt will be made to analyze them all. We will assume that the con- tract is in the following form:

OF CONTRACT

CLEVELAND, Ouro, Sept. 10, 1912. Ship to John Jones & Co., At Cleveland, Ohio. Via Pennsylvania. When: Dec. 2, 1912. Terms: Arrival draft, f.o.b. Cleveland. 1,000 barrels White's Standard Patent flour, packed in half-barrel cotton sacks. Price $5.50 per barrel. Purchaser: John Jones & Co. By Martin Keating, Manager. Seller: James White & Co. By Otis Grey, Salesman.

This contract, as will be observed, is about as brief as it is possible for it to be in order to be binding. It contains the apparent essentials and nothing more, except the routing. It is sufficient to be binding but not detailed enough to be desirable. It is as silent as the sphinx on so many points that could as well be covered instead of leaving it necessary, in case of dispute, for the courts to read into it the omitted portions. It also makes it possible for the buyer to testify that there were other terms and conditions agreed upon, representations and guar- anties made, not shown by the memo- randum.

The courts of the different states may read the omitted portions differently. For instance, in case the buyer should notify the seller, before the time for shipment arrived, not to ship the goods,

that he could not and would not receive or pay for them under any circumstances, it would be for the courts to say what damages the seller could recover from the buyer because of his refusal. ;

The courts of one state would say one thing, and the courts of another state might say another thing. The courts of still another state might never have had occasion to pass upon the subject, leaving the law uncertain.

Why not agree upon the measure of damages and other details in the contract and do away with this uncertainty? Write your own contracts instead of letting the courts write them for you. But that aside, for discussion more fully later, let us determine what the rights and obliga- tions of the respective parties are under the short-form contract set out above.

THE MANDATES OF THE CONTRACT

The contract makes it mandatory on the part of the mill to ship to John Jones & Co., at Cleveland, Ohio, via Pennsyl- vania Railroad, a quantity of flour equiv- alent to 1,000 barrels of the brand known at the time of said sale as “White’s Standard Patent,” packed in half-barrel cotton sacks, such shipment to be made on Dec. 2, 1912, terms arrival draft, f.o.b. Cleveland, price $5.50 per barrel.

Failure of the mill to comply with any of these terms would excuse the buyer from his obligation to accept the goods, and would also give rise to a cause of action on the part of the buyer for such damage as he may have sustained.

First: The goods must be shipped to John Jones & Co. It is unnecessary to state that shipment ta any one else would not be in compliance with the contract, unless such shipment is made under direc- tion from the buyer. We will hereinafter consider the effect of -the seller consign- ing the goods to himself—requesting carrier to notify buyer.

Second: The goods must be shipped to Cleveland, Ohio. Shipment to any other point would not be in compliance with the contract unless such shipment had been subsequently expressly directed by the buyer.

Third: The goods must be shipped via the Pennsylvania Railroad. Shipment over any other connecting line would not be in compliance with the contract and would justify the buyer in refusing to take the goods.

Fourth: The quantity shipped must be equivalent to 1,000 barrels, no more and no less.

The buyer is not obligated to accept any more nor any less than he contracted to buy. A variance of a few pounds, due to shrinkage, might not be fatal, espe- cially under the particular contract set out above, for the obligation of the seller under that contract is fulfilled, likely, if the flour weighs equivalent to 1,000 ‘bar- rels when shipped.

There may be some argument about that, however, and it is always better to have a little overweight than underweight, as it stands to reason that if the goods were in excess of the quantity contracted for and the payment demanded was only for the amount contracted for, the buyer could not very well object. Underweight, however, even to the extent of one sack, might be fatal and should be avoided. Sufficient should be loaded to allow for shrinkage.

It is not clear from the contract in question’ whether. it is the obligation of the seller to see that the flour weighs equivalent to 1,000 barrels at destination, or whether its obligation is fulfilled if the flour weighs equivalent to 1,000 barrels when shipped.

578

While at this point it is well to em- phasize the necessity of having the con- tract specify an exact quantity, a speci- fication in “barrels” is probably definite enough, but there may be some question about that, as it seems that the number of pounds to the barrel varies in differ- ent sections of the country. If that is true, it would be better to specify the number of pounds. If a “barrel” means one quantity at one place and_ another quantity at another place, and parties residing in the two different places are contracting, one might have the one quan- tity in mind and the other might have the other quantity in mind, and the result would be that there was no “meeting of minds” on the question of quantity and, hence,.no contract. The important point is that the minds of the parties should be in accord on the question of exact quantity and such accord should be evi- denced in writing so that there can be no dispute over it.

The practice of so many salesmen in designating quantity by so many “cars” shou.d, by all means, be discontinued. A contract so written is of little legal value.

If the parties contracting had contract- ed in that manner before and it was un- derstood between them that a car meant a certain quantity, the contract might be thus established but there would be noth- ing to prevent the buyer from testifying and claiming that he had agreed with the agent that a different quantity should be sent. Such a contract leaves a loophole through which the unscrupulous buyer can escape, and that is the very thing to be avoided.

Fifth: The flour shipped must be “White’s Standard Patent,’ whatever that may be. The precise kind and quality of flour contracted for must be shipped. The question would be, What was “White’s "Standard Patent” at the time the contract was entered into? and, Was er was not that kind and quality of flour shipped?

It would be the obligation of the miller under this contract to ship to the buyer such kind and quality of flqur as was

being marketed under that brand at the

time the contract was entered into.

In this connection, it might be re- marked that, if the sale was to an old customer who had received flour under that brand before and the quality of flour marketed under said brand had been changed since he received his last shipment, it would probably be the obli- gation of the mill to notify him of such change before making the sale. Failure to do so might obligate the mill to de- liver to him flour of the kind and quality which he had received in the past under that brand.

This question of quality is a very an- noying one to the miilers. It is so easy for the buyer to claim, in apparent good faith, that the flour received by him was not of the proper quality, and it is diffi- cult for the miller to successfully combat this claim in court, under the forms of contract now used.

The unscrupulous buyer will be in court with his friends to testify as to the poor quality of the goods, and he has the ad- vantage of the miller for the reason that he has in his possession the precise flour the quality of which is in question.

It is the testimony of those who have actually used that precise flour that car- ries the greatest weight, of course, and the buyer has it in his power to furnish that evidence and testimony, while the seller usually has not, for it is difficult for him to get any of the flour. This subject will be treated more fully later on.

It might be said further, on this ques- tion of quality, that the delivery of flour of substantially the quality contracted for is a sufficient compliance with the contract. Slight variations would not be held material.

Where a sample of the flour to be de- livered is submitted to the buyer, it is ordinarily a “sale by sample” and the obligation of the mill is to deliver flour of the same kind and quality as contained in the sample.

Some mills print a guaranty on their contracts to the effect that they will re- fund to the buyer the purchase price if the goods are not entirely satisfactory, or something to that effect. Or they will deliver a sample lot or carload and agree that if such sample lot or carload proves “satisfactory” the buyer shall take a cer- tain additional quantity. :

THE WEEKLY NORTHWESTERN MILLER

Freperick J. CrarK, Vice-President

York City. Chicago, Illinois.

Louis, Missouri.

Street, Indianapolis, Indiana.

The Morthwestern Miller

PUBLISHED WEEKLY BY THE MILLER PUBLISHING CO. WiiraM C. Enoar, President

Wiru1aM Cuartes Nicuors, Business Manager

Main Office: Northwestern Miller Building, Minneapolis, Minn., U.S. A.

Cable Address: ‘‘PALMKING, MINNEAPOLIS.” BRANCH OFFICES

Lonnon—C, F. G. Raikes, European Manager, 5 Catherine Court, Seething Lane, London, E. C., England.

Canapa—A. H. Bailey, Canadian Manager, 442 Grain Exchange Building, Winnipeg, Manitoba, and 1001 Lumsden Building, Toronto, Ontario.

New York Crry—Walter Quackenbush, Manager, 16 Beaver Street, New

Cuicaco—Charles H. Challen, Manager, 1114 Royal Insurance Building, Sr. Lovis—Peter Derlien, Acting Manager, 215 Merchants’ Exchange, St.

SovurmwesterN Deparrment—R. E. Sterling, Manager, 231-232 Exchange Building, Kansas City, Missouri.

Centrat Srares Deparrmentr—Wm. H. Wiggin, Jr., Manager, 65 Produce Exchange, Toledo, Ohio, and E. E. Perry, Agent, 530 North Meridian

SovrHEasteRN Derartment—J. B. McLemore, Manager, 815 First National Bank Building, Nashville, Tennessee.

Wasnuincron—Arthur J. Dodge, Metropolitan Bank Building.

AnrcrentinA—Ernesto Danvers, Agent, 427 B. Mitre, Buenos Aires, Argentina.

Henry Hany, Secretary

Baltimore—Charles H. Dorsey. Boston—L. W. DePass. Buffalo—E. Bangasser. Calgary—D. O. MeHugh. Christiania—Guy Shepherd. Head of the Lakes—F. G. Carlson. Holland—Leo Smelt Woodland. Hungary—Christopher Nisbet. Kentucky—I. M. Harcourt. Michigan—John Barr. Milwaukee—H. N. Wilson.

STAFF CORRESPONDENTS

Winnipeg—R. W. Morrison.

- Montreal—Thomas S. Bark. New Orleans—H. T. Lawler, Jr. New York—A. L. Russell. New South Wales—John R. Wallace. New Zealand—¢, F. Jones. Philadelphia—Samuel 8S. Daniels. Portland, Oregon—J. M. Lownsdale. Rochester—R. J. Atkins. St. John—Alfred E. McGinley. South Australia—C. J. Matthews. Vancouver—L. W. Makovski.

SUBSCRIPTION PRICE Ten Cents a Copy United States and Canada, $4 a year; foreign countries, £1 a year. Invariably in advance. Entered at the postoffice at Minneapolis, Minnesota, as mail matter of the second class.

The Northwestern Miller will not knowingly advertise irresponsible or untrustworthy concerns.

Copyright, 1912, by The Miller Publishing Co.

Contracts of this sort, under most de- cisions, amount to virtually nothing but an option given to the buyer, and if mill- ers wish their contracts to bind the buyer they should carefully avoid the use of the word “satisfaction,” or any similar word, and should never contract or guaranty that the geods will be “satisfactory.”

Some courts hold that, where such a contract is made, it is not a question as to whether or not the buyer was in fact satisfied with the goods, but whether or not the buyer should, as a matter of fact, have been satisfied with the goods.

It is thought, however, that in connec- tion with a sale of flour, the only question would be as to whether or not the buyer was in fact dissatisfied with the goods, the reason for his dissatisfaction and the quality of the goods notwithstanding. In other words, it is merely a question of his good faith in claiming that he was not satisfied, and it would be senseless to litigate that one issue with any buyer before a jury unless the evidence is clear that he was not making the claim in good faith. There would have to be something more tangible, ordinarily, than the good faith of the buyer, in order that the miller have a fair chance in court.

Millers, then, should heed the warning given, to wit: never agree to deliver “satisfactory” goods. It is usually im- possible to satisfy a man when he is overbought or when the market goes against him.

There is absolutely no excuse for a miller to sell in that way, and no repu- table miller will do it when he knows the legal effect of such a contract, or rather its lack of legal effect in so far as bind- ing the buyer is concerned.

Sixth: The flour must be packed in half-barrel cotton sacks, and if it is not so packed the buyer will not only be justified in refusing it but will be entitled to recover damages sustained through the failure of the miller to act in com- pliance with the mandate of the contract in that respect.

Seventh: The flour must be shipped on Dec. 2, 1912. In order to be entirely safe, the miller should make shipment precisely on that day. Shipment any time prior thereto, or any time subse- quent thereto, would likely make an issue for the jury on the point as to whether or not such shipment was in substantial compliance with the contract. To elimi- nate all possibility of such an issue, ship- ment should be made on the precise day named.

In legal phraseology, time is “of the essence” of a contract for the sale of flour. That is, performance at any time other than that stated in the contract is not sufficient. Many courts would hold that shipment a few days before or a few days after the time.limited would be com- pliance, and other courts would submit that question to the jury. The question whether or not, in any particular in- stance, shipment a few days before or a few days after the date specified is a suf- ficient performance would have to be de- termined from the precise facts in each case, and would usually be a question for the jury.

An agreement to ship the goods on a certain day is a different thing from an agreement to deliver the goods at a cer- tain point on a certain day. If the con- tract, instead of reading “ship” read “de- liver,” it would mean quite a different thing. In the one case the obligation of the seller is satisfied if he loads the goods for shipment and delivers them to the carrier for that purpose on the day stat- ed. In the other case he must not only deliver them to the carrier but he must have them at destination on board cars on or before a certain day. In the former case the buyer assumes the risk of delay in transportation and in the latter case the seller assumes it.

STRIKES, FIRES AND ACCIDENTS

It is quite common for the miller to inquire as to whether or not the fact that he was unable to make shipment on the

December 4, 1912

day stated owing to an accident in his mill, or inability to get cars, or fire in the mill is an excuse for failure to ship. Unless the accident, fire, inability or other cause was what, in legal phrase- ology, is termed an “act of God,” or was due to some act on the part of the buyer, the miller would not be excused, jind most authorities are to the effect that even an “act of God” will not excuse.

The courts are not entirely agreed upon the question as to what constitutes an “act of God.” Generally speaking, it may be said that any cause which man has no control or influence over = aid which could not have been prevented |)y human foresight is an “act of God.” Lightning, flood and storms are the must common of, these. Ordinary strikes, firs, accidents, etc., do not fall within the meaning of the phrase.

This may appear peculiar to a grest many but it is not when we realize } easy it is to state in the contract tht inability to ship or deliver, or otherwi-«. perform, at the time ‘stated, on account | | strikes, fires, accidents, or other caus: . beyond the control of the seller, ani which are not due to his fault, shall 1: | constitute a default on his part.

It is probably true, however, that ur less there is a further provision as ‘. when the goods should be delivered case of such intervening cause, the buy would not be obligated to accept ti: goods at a later time, although some the courts might hold that it would jc the duty of the seller to make delivery

soon after the accident as reasonal)'\

possible, if the buyer desired such ( livery.

In such a case the wishes of the buy«r should probably be consulted. He, 1) doubt, has it in his power to ask « livery of the goods and also has it in | power to refuse to take the goods, a! his wishes should be ascertained as sow after the accident as possible so that tl) mill may know what its obligations are.

The stipulation mentioned merely ope ates to relieve the miller from liability | the buyer for damages on account ©! failure to perform at the time contracte:

Quite often, too, the miller will shi; three or four days before or after tly time stated, and it will be inquired as |: whether or not such prior or subsequen'! shipment gives the buyer the right to fuse the goods.

Prior shipment or delivery will no! excuse the buyer, ordinarily speaking providing that payment is not demande: until the time when the goods would: hav: arrived if shipped at the time stated.

Shipment after the time stated, how ever, would give the buyer an opportunit) to raise the question in court, generall\ for decision by a jury, as to whether 01 not, under the particular contract ai the circumstances of the particular case time was of the essence of the contract so as to require shipment on the precis: day named.

It is not believed that shipment three or four days after the time stipulated would be a material breach of a contract. ordinarily speaking, so as to give the buyer the right to refuse the goods and to sue the miller for damages, but many courts might hold it to be and, again, it might be left as a question for the jury to decide, as hereinbefore explained. ‘The price of flour is so fluctuating that the matter of time would, no doubt, be con- sidered very important by the courts, and the safer course is to ship on the precise dav named.

If the seller does not want to be bound to the precise day, or any one certain day, it is easy for him to so provide in the contract. He could say, for in- stance, “Any time between Aug. 25 and Sept. 5, 1912, at the option of the seller.” This would give him a period of 10 days within which shipment might be made.

The lesson is that a man should not bind himself to performance on any one certain day unless he is prepared and will be prepared to perform on that pre- cise day. The contract means just what it says and the law takes a man at his word when it is once clearly expressed.

(To be continued.)

The government report for November makes the quality of buckwheat this year, compared with the 10-year average, 100.9 per cent.

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December 4, 1912

THE WEEKLY NORTHWESTERN MILLER

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THE:NORTHWESTERN:- MILLER

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Millers cannot have a trust. Therefore they must depend wholly upon their own level heads.

THE GREATEST TRADE EVIL

Reference recently was made in these columns to the half-formed wish of the Northwestern Miller that it could over- take, throw, tie and brand that arrant knave, the Greatest Trade Evil. It has now decided that its plain duty is to undertake the task. Any other course would be cowardly. nilling industry suffered beneath the iron heel of the G. T. E., and long years has the oppressor escaped identification. A criminal may not be punished until caught, nor caught until known. Thus has the G. T. E. escaped his just deserts.

Every miller knows that the G. T. E. His work declares him. His ill deeds are known everywhere. His de- pravity is common knowledge. He pur- sues his monstrous calling in offices, in

Long years has the

exists.

stores, in banks. He hides in grain cars, he insinuates himself between the leaves of ledgers, he cunningly changes the figures on the market blackboard, he undermines the salesman’s courage, ruth- lessly he pursues the miller by day and by night; and all the while the miller himself knows him merely as It—the Greatest Trade Evil.

It is important that the G. T. E. be marked for identification, and if millers will lend a hand the Northwestern Miller is willing to supply the paint and wield It will be a master task and worthy of us all. But, once done, the rascal will no longer be able to escape recognition, and for all future time every miller, whether in the seats of the mighty or grinding grists in some

the marking brush.

distant miiling port, will know his enemy and be able to defend himself.

That the’ task may be undertaken by orderly method, the Northwestern Miller here submits a list of the trade ills which have, from time to time, been openly accused of being the Greatest Trade Evil:

Lack of export outlet.

Too great milling capacity.

Sales for deferred shipment.

Guaranteed prices.

Open account sales.

Weak sales contracts.

Market speculation.

Reduction of flour quality.

Lack of co-operation.

Concentration of buying power.

Lack of knowledge of cost.

Mutual distrust.

There are a round dozen candidates, and, if former expressions of views of millers are of any value, the name of the chief villain is included in the list. This, however, is not necessarily true. The real Greatest Evil may be what Mr. Perl- mutter would call “something else again.” Perhaps there is a master mind behind them all and that these known evils are

but puppets, imps of mischief engaged in the service of a devil incarnate.

But whatever he is and wherever he lies, the Northwestern Miller wants to find him and asks for the help of the trade. It invites millers, and members of the flour trade, too, for the matter of that, to send in their views as to what constitutes the Greatest Trade Evil, the one thing which, more than all else, brings trouble into this business, which increases its hazards and dangers, which wrests away its profits, which makes it a strug- gle for survival of the fit, which forces its members constantly to strive but to come short again and again in an effort to put it on the same basis with other great manufacturing industries.

Every member of this great industry has an idea as to what constitutes the chief ill of the trade and how it may be overcome. The Northwestern Miller wants these ideas and, on its part, it will undertake to put them before the trade for discussion, surely for the profit of all. It very earnestly believes that a frank and open discussion of the ills which afflict will be of much advantage to millers, and if, in the end, the real Greatest ‘Trade Evil is discovered and identified beyond future question, some- thing of real merit will have been ac- complished.

AN ENIQUITOUS PRACTICE

Not long ago, a Pennsylvania miller wrote this journal that some of his buy- ers claimed that they could purchase flour from northwestern mills under an arrangement whereby a car would be shipped, with the privilege of trying five barrels out of it, acceptance or rejection dependent on quality of the sample thus tested.

The Northwestern Miller was disposed to question the truth of this claim. Such a condition of sale seemed altogether too preposterous, even in this era of crazy competition. Shortly after came another letter from an Indiana miller giving a specific instance, with name and location of buyer and that of the mill selling him. This buyer, in Illinois, bought carload lots, regular draft bill of lading attached, with privilege of drawing a truck-load of flour from the car, trying it in his bakery and either taking or rejecting the ship- ment after making the trial.

It is impossible to refuse to believe, in the light of this evidence, that such a custom does actually exist, and it is clear that another utterly damnable practice, wholly beyond the limits of sound busi- ness principles, has been sprung upon the trade in the hectic struggle for business which apparently sets no bounds of ab- surdity fo its efforts.

Every miller capable of selling a car- load of flour is amply responsible for the quality of the goods he sells. If claims are just and reasonable he will pay them. No buyer who is fair in his methods shou'd ask to take samples from the actual shipment in advance of accept-

ance. Ordinary business dealings be- tween responsible people presupposes good faith on both sides and should not require testing of this character before delivery of goods.

he practice is a cheap, catch-penny device to stimulate trade. It is discredit- able to both parties to the transaction, unwholesome, unbusiness-like and = de- moralizing. The miller who resorts to it must know that thereby he is making no permanent advance, he is merely adding one more burden to the already innu- merable number that hang, millstone-like, around the neck of the milling industry, keeping its head under water. If he gets any business by this silly concession he must be aware that his competitors will instantly follow him, with the result that all will be again on the same footing, with one more iniquitous practice grafted permanently upon the business.

Those who demand such an unreason- able concession as the price of an order are slyly seeking an advantage. They have an unfair object to attain. They do not want to do business in a legitimate manner, to buy as others do, but to crawl through the hole the foolish miller leaves open if, meanwhile, the market goes against them. Selling on such terms is pa a premium on dishonesty, bad faith and cancellation of orders.

If the man who is constantly inventing and putting in practice all these gro- tesque fashions in flour-selling could ,be discovered and quietly hung, drawn and quartered it would be a blessing for his mill and a godsend to the trade. But it isn’t one man, it’s an evil spirit, a plague, an epidemic of trade suicide that has seized upon millers and made them play all sorts of dangerous and _ fantastic tricks in order to gain busines.

There is no sense in this practice; more, there is no use in it. The mill that cannot sell its product these days with- out giving the buyer an unhealthy and demoratizing concession of this kind must be making exceedingly poor flour and catering to a trade of the same grade. It should be wholly ashamed of itself.

LEITH IMPORTERS SHOULD BE AIDED

The direct business from the United States to Leith is now practically con- trolled by one steamship line. A meeting was recently called in Leith by the at- torney of this line for the purpose of taking over the Master Porterage of the port.

This porterage, be it understood, is a service necessary and incidental to the delivery of cargo from vessels to the con- signee’s place of storage, or rather to warehouses, controlled either by the steamships line or by private interests, where flour is given temporary storage. The ocean lines provide temporary stor- age for flour importers, adjacent to or not far from the dock. Flour is deliy- ered from the ship to this warehouse, the damaged sorted from the undamaged and delivery supervised to consignee’s truckmen. Reconditioning of damaged packages must be taken care of in order to make a clean delivery. Nearly all of these duties are described in the general term ‘“Master Porterage.”

This labor and expense are not a part of the ship’s duties, nor is it included in the freight paid. It is a separate duty and a separate charge, and has hitherto been cared for by the consignees, who employ their own men. The charges thus incurred have been moderate, in fact much less than in Glasgow where the steamship lines have benevolently assimi- lated the Master Porterage and control it themselves.

This porterage service is a matter which consignees are properly entitled to look after themselves in any manner they may see fit. The arrangement in Glas- gow whereby the steamship lines control the service is the result of a mutual agreement made about twenty years ago. Recently, when the Glasgow steamship lines attempted to increase the charge, the