This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
If the subject-matter of the contract does not involve personal taste or feeling, or any personal element, there is a conflict of authority on the question of whether a genuine but unreasonable dissatisfaction will prevent liability from existing under the contract. Some authorities hold that even in cases of this class a genuine dissatisfaction will prevent the party dissatisfied from being liable upon the contract, even if a reasonable man would have been satisfied.1 Examples of contracts in which this principle has been applied are: a contract to make brick "to the satisfaction" of the vendee's superintendent;2 a contract by which A was to saw lumber for B at a specified rate, the contract to continue in force as long as satisfactory to each party;3 a contract to tow lumber,4 or to sew cotton bales.5 A contract for removing garbage, to be terminated when the city is dissatisfied with the performance thereof, may be terminated if the dissatisfaction is genuine.6 A contract to put in a heating apparatus to the purchaser's satisfaction, the contract providing that it should give entire satisfaction, and that if it proved "unsatisfactory after a thorough and reasonable trial, we will remove it at our own expense" is not performed unless such apparatus is satisfactory to the purchaser.7 A contract to construct a heating plant, to be paid for when "there has been sufficient cold weather to see that the plant is satisfactory and will do the work," is not performed unless such plant operates under such conditions in a manner satisfactory to the purchaser.8 In such cases it is not sufficient to show that the plant complies with the remaining requirements of the contract.9 Similar results have been reached under a contract to furnish a printing press,10 a separator,11 a patent elevator,12 a harvesting machine,13 a die,14 a binding machine,15 or an organ 16 which is to operate to the satisfaction of the vendee. One who is to make a book-case to the satisfaction of another, can not recover without showing that such other was in fact satisfied. It is not enough to show that he ought to have been satisfied.17
11 See Sec. 2624.
12 See Sec. 2624.
13 See Sec. 2624.
1 Connecticut. Liberman v. Beck with, 79 Conn. 317, 65 Atl. 133.
Illinois. Joliet Bottling Co. v. Joliet Citizens' Brewing Co., 254 111. 215, 98 N. E. 263.
Iowa. Haney-Campbell Co. v. Preston Creamery Association, 119 Ia. 188, 93 N. W. 207; Inman Manufacturing Co. v. American Cereal Co., 124 Ia. 737, 100 X. W. 860.
Kansas. Hollingsworth v. Colthurst, 78 Kan. 455, 18 L. R. A. (N.S.) 741, 06 Pac. 851.
Louisiana. Moorman v. Plummer Lumber Co., 113 La. 420, 37 So. 17.
Maryland. Goldberg v. Feldman, 108 Md. 330, 70 Atl. 245.
Pennsylvania. Adams, etc., Works v. Schnader, 155 Pa. St. 304, 35 Am. St. Rep. 803, 26 Atl. 745.
Tennessee. Peck-Williamson Heating & Ventilating Co. v. McKnight, 140 Tenn. 563, 205 S. W. 410.
West Virginia. Osborne v. Francis, 38 W. Va. 312, 45 Am. St. Rep. 850, 18 S. E. 501; Barrett v. Coke Co., 51 W. Va. 416, 00 Am. St. Rep. 802, 41 9. E. 220.
Wisconsin. Parr v. Northern Electrical Mfg. Co., 117 Wis. 278, 03 N. W. 1000.
"There is a conflict in the authorities as to the meaning of the term 'satisfactory,' so used in a contract. It is held, perhaps by the weight of authority, that, where such term appears in the contract, the party in whose favor it was reserved has the absolute right to determine the question, and to act accordingly - that is, either accepting or rejecting the work, provided his act is not merely capricious. Other authorities hold that such term is fully met where the work, as done, should be satisfactory to a reasonable man. Without now deciding between these two views, it is sufficient to say that this particular term was not lightly used in the contract. It was made the subject of correspondence between the parties. Complainant was very loath to use it, saying it had had so much trouble with agreements in which this work appeared that it had ceased to admit such term into its contracts. Williamson insisted, and would sign no other; thereupon the complainant yielded. So we think the parties must have understood that Williamson was to have the absolute right to determine for himself whether the work as done effected a result satisfactory to himself. We think his determination was not capricious, because he would not have spent the additional sum which he did spend merely to satisfy a caprice." Peck-Williamson Heating & Ventilating Co. v. McKnight, 140 Tenn. 563, 205 S. W. 410.
2 Barrett v. Coal Co., 51 W. Va. 416, 90 Am. St. Rep. 802, 41 S. E. 220.
3 Moorman v. Hummer Lumber Co., 113 La. 429, 37 So. 17.
4 Magee v. Lumber Co., 7S Minn. 11, 80 N. W. 781.
5 Allen v. Compress Co., 101 Ala. 574, 14 So. 362.
6 Moriarity v. Board of Commissioners, 89 N. J. L. 385, 98 Atl. 465 affirmed. Moriarity v. Board of Commis-sioners, 90 N. J. L. 328, 100 Atl. 1070] (obiter, as contractor had twice broken provisions of contract, and had been fined therefor).
7 Adams, etc., Works v. Schnader, 155 Pa. St. 394, 35 Am. St. Rep. 893, 26 Atl. 745.
So of a contract to put in a plumbing and heating plant. Fairmont Plumbing Co. v. Carr, 54 W. Va. 272, 46 S. E. 458.
See also, Peck-Williamson Heating & Ventilating Co. v. McKnight, 140 Tenn. 563, 205 S. W. 419.
• Manning v. School District, 124 Wis. 84, 102 N. W. 350.
For a similar provision, see Peck-Williamson Heating & Ventilating Co. v. McKnight, 140 Tenn. 563, 205 S. W. 419.
A contract to sell realty and to furnish a "satisfactory title," means a title satisfactory to the vendee,18 and if he is dissatisfied in good faith, he may avoid the contract, even if the title is in fact marketable.19 A contract by which one party is to execute a bond to the satisfaction of the adversary party, requires actual satisfaction,20 and if the adversary party, when acting in good faith, believes that the bond is not sufficient, his decision can not be reviewed.21 A contract to furnish beer "of satisfactory quality," means to the actual satisfaction of the purchaser,22 although it has been said that under such a contract the buyer may reject at will.23
If a machine is sold to work in a "satisfactory" manner, this means that its operation must be satisfactory as the vendee operates it, even though a person of ordinary skill could operate it properly and other persons in the vendee's business would be satisfied.24 Thus a test of a heater for a residence is sufficient if made under the supervision of ordinary servants. The fact that a skilled engineer and a plumber can make it work in a satisfactory manner does not show performance.25 If the machine operates reasonably well, but not to the satisfaction of the vendee, he may avoid the contract, but he can not keep the machine and recoup damages.26
9 Manning v. School District, 124 Wis. 84, 102 N. W. 350.
10 Campbell Printing Press Co. v. Thorp, 36 Fed. 414, 1 L. R. A. 645; Inman Manufacturing Co. v. American Cereal Co., 124 Ia. 737, 100 N. W. 860.
11 Haney-Campbell Co. v. Preston Creamery Association, 119 Ia. 188, 93 N. W. 297.
12 Singerly v. Thayer, 108 Pa. St. 291, 56 Am. Rep. 207.
13 Walter A. Wood, etc., Co. v. Smith, 50 Mich. 565, 45 Am. Rep. 57, 15 N. W. 906.
14 Parr v. Northern Electrical Mfg. Co., 117 Wis. 278, 93 N. W. 1099.
15 Plano Mfg. Co. v. Ellis, 68 Mich. 101, 35 N. W. 841; Osborne v. Francis, 38 W. Va. 312, 45 Am. St. Rep. 859, 18 S. E. 591.
16 McClure v. Briggs, 58 Vt. 82, 56 Am Rep 557, 2 Atl. 583.
17 McCarren v. McNulty, 78 Mass. (7 Gray) 139.
18 Libennan v. Beckwith, 79 Conn. 317, 65 Atl. 153; Hollingsworth v. Colt-hurst, 78 Kan. 455, 18 L. R. A. (N.S.) 741, 96 Pac. 851.
See, however, Sec. 2622, note 19.
19 Liberman v. Beckwith, 79 Conn. 317, 8 Am. & Eng. Ann. Cas 271, 65 Atl. 153; Stotts v. Miller, 128 Ia. 633, 105 N. W. 127; Hollingsworth v. Colt-hurst, 78 Kan. 455, 18 L. R. A. (N.S.) 741, 96 Pac. 851; Averett v. Lipscombe, 76 Va. 404.
20 Goldberg v. Feldman, 108 Md. 330, 70 Atl. 245.
21 Goldberg v. Feldman, 108 Md. 330, 70 Atl. 245.
22 Joliet Bottling Co. v. Joliet Citizens' Brewing Co., 254 III. 215, 98 N. E. 263.
23 Joliet Bottling Co. v. Joliet Citizens' Brewing Co., 254 III. 215, 98 N. E. 263. (In this case the quantity also was left to the will of the buyer and the transaction was probably not a contract at all.)