Sherwood v. Walker

33 N.W. 919 (1887)

Quick Summary

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Mr. Sherwood (the plaintiff) wanted to buy a cow named “Rose” from Mr. Walker (the defendant), a cattle importer, for $80 per pound. However, when Sherwood went to pay for and pick up the cow, Walker refused to sell it because it was discovered that the cow was pregnant, making her more valuable as she could breed. Sherwood filed a suit for replevin, arguing that Walker should be ordered by the court to give him ownership of the cow as per the agreed rate of $80 per pound. The trial court ruled in favor of Sherwood, ordering the sale to proceed. Walker appealed the decision.

The issue presented to the court was whether Walker could refuse to sell the cow to Sherwood because neither party knew the cow was pregnant when the sale was agreed upon.

The Supreme Court of Michigan ruled in favor of the defendant, finding that the contract was invalid because both parties believed the cow to be barren when in fact, it was a breeder and fertile. This misunderstanding affected the entire core of the agreement, and the parties would not have entered into the sale if they had known the true nature of the cow. As a result, the court found that the contract was not valid.

Rule of Law

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A contract may be terminated if there is a mutual misunderstanding of its terms, due to poor communication or unclear terms.

Facts of the Case

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Mr. Sherwood was a banker and wanted to buy some cattle from Mr. Walker, who imported native Black Angus cattle. He went to one of the Walkers’ farms but did not like any of the cattle there.

He then went to a second farm where he was told that cows were barren and would not breed. Sherwood looked at Walker’s cattle and decided to purchase a cow named “Rose” which was believed by both parties to be barren.

They both agreed to a price of about $80 at 0.05per pound. But when Sherwood goes to pay for and pick up Rose, Walker refuses to sell because Rose has turned out to be pregnant. Thus, the “Rose” was worth a significantly higher price because she was a breeder and could convey.

This is a suit for replevin; that is, Sherwood is claiming that Walker should be ordered by the court to give Sherwood his, namely Rose. Sherwood asserted at the later trial that ownership of Rose passed to him when Walker drafted a letter promising to sell her for a set price per pound.

Walker maintained, however, that Rose’s ownership never transferred because he never weighed her and, consequently, never confirmed her ultimate price. The trial court ruled that the sale must move forward and ruled in favor of the plaintiff. The accused filed an appeal.


Issue Icon

Can the defendant (Walker) refuse to sell the cow because neither party knew the cow was pregnant?

Holding and Conclusion

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Because both parties considered the cow to be barren, the court found the contract invalid because both parties were in error. The misunderstanding between the parties affected the entirety of the agreement’s core, and the parties would not have entered into the equal sale agreement if they had known the cow was breeder and fertile.

Reasoning and Analysis

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The court reasoned that because both parties were mistaken, the consideration failed for the cow as she was a breeder, not a barren animal.

When both parties agree on an object without considering the possibility that it will change in the future, the change in the object’s nature could void the contract.

Relevant FAQs of this case

What happens when there is a misunderstanding in a contract?

When there is a misunderstanding in a contract, it can lead to disputes and legal action. If the misunderstanding is significant and affects the core of the agreement, it may be grounds for the contract to be declared void or unenforceable. This means that the contract is not legally binding, and the parties are not required to fulfill their obligations under the contract.

Suppose the misunderstanding is minor or only affects a specific contract aspect. In that case, clarifying the misunderstanding and modifying the contract to reflect the parties’ intended agreement may be possible. Alternatively, the parties may terminate the contract and enter a new agreement addressing the misunderstanding.

In some cases, a misunderstanding may be resolved through negotiation and mutual agreement between the parties. However, if the parties cannot resolve the misunderstanding and a dispute arises, the matter may need to be resolved through legal action, such as through a lawsuit or arbitration.


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