“ When goods are to be delivered in instalments the courts of this State hold that the seller’s failure to deliver one instalment justified the buyer in refusing to accept that tender and also in rescinding so much of the contract as is yet unfulfilled. It is one contract, not several, and the seller cannot insist on a right to deliver only such instalments as he finds it convenient to deliver and to have them accepted. The buyer has not agreed to pay anything at all for part of the goods. ”

“ A carrier is bound, not only to deliver the lumber entrusted to him for carriage, but to deliver it with reasonable promptness. The courts recognize the fact that promptness of delivery has an importance second only to the fact of delivery itself. ”

“ If a contract of sale gives the buyer no right to a discount he has no such right. If the contract does give him a right to a discount, upon certain terms, he must comply absolutely with those terms in order to entitle himself to the discount. The situation is just this: A seller who is entitled to demand the full face of his bill, says to the buyer, “I will deduct part of the amount if you will do a certain thing at a certain time in a certain way.” The buyer cannot fail to do the thing so specified at the time and in the manner named, and still claim a discount as if he had done it. ”

“ A railroad company is, of course, bound to comply with the undertaking set forth in its own bill of lading. If it accepts goods to be carried and delivered under a bill which expressly directs it to “notify the consignee” there is no ground upon which it can escape its obligation actually to notify the consignee except the impossibility of finding him by the ordinary means. If the consignee can readily be found the carrier has not fulfilled the task which it has expressly and in definite terms undertaken to fulfill until it has found him and notified him. ”

“ When a car constitutes but a portion of the order, which was in the nature of one contract for a number of cars, the purchaser cannot object to the quality and retain the initial car and decline to receive the balance of the shipment. The contract of sale being an indivisible one in law, the purchaser by his acceptance of the initial shipment and failure to return it, is conclusively presumed to have acquiesced in the quality of the lumber offered him and waived any objection to the remainder of the shipment order provided it is the same as the first car. ”

“ Payment of freight is one item to be taken into consideration, but it is generally not alone absolutely conclusive of the question one way or the other. Our correspondent is correct in saying: “When we sell goods delivered at destination we are liable.” It is equally correct to say: “When we sell them, otherwise than for delivery at destination the buyer is liable.” It is not always true, however, that the buyer is liable when the seller pays the freight. ”

“ The law on this point is generally similar to that of the State of New York wherein it is well settled that the acceptance or use of such a remittance does not stop or prevent the creditor from recovering the balance of the debt from its debtor unless there has been an honest dispute as to the amount of indebtedness or the existence of any indebtedness at all. This is what is termed an unliquidated account or claim and in such a case, when one tenders an amount to be accepted in full or rejected and the other accepts the remittance, it is a complete accord and satisfaction. ”

“ When a seller puts a price on his goods and the buyer accepts them at that price it is then too late for the seller to demand more except in the following case: If the buyer knew that a mistake had been made, or if the mistake was so gross and palpable that he ought to have known it to be a mistake, then it may be corrected. If a seller were to quote $1.25 when all buyers knew that $12.50 was about the market price, the buyer would not be allowed to claim the goods at the quotation without making special inquiry as to its accuracy ”

“ A buyer of goods is bound to inspect them with reasonable promptness, after he has an opportunity to do so, and then accept or reject them at once. Reasonable promptness is greater promptness than was shown in this case, unless there were some unusual facts in connection with it of which we are not informed. A buyer is seldom justified in delaying his inspection beyond the next day after arrival of the goods. If he does not reject the goods with reasonable promptness, whether he sees fit to inspect them or not, then he is held to an implied acceptance. ”

“ Persons furnishing materials for the erection of a building are called “material men” in the Mechanics’ Lien Law of New Jersey, and they have a lien which is protected like that of a laborer. The first section of the law provides that “every building hereafter erected or built within this State shall be liable for the payment of any debt contracted and owing to any person for labor performed or materials furnished for the erection and construction thereof, which debt shall be a lien on such building, and on the land whereon it stands.” ”

“ If the lumber is represented by a bill of lading making it deliverable to the buyer or his order that must be still under the buyer’s control; if he has transferred it to a third person, who has taken it for value and in good faith, the seller’s right of stoppage is gone. If a seller who has a right to stop the lumber attempts to exercise the right by directing the carrier not to deliver it the carrier is bound to obey the direction. ”

“ Forestry and Conservation “To foster such trade and commerce” by perpetuating the raw material which forms the basis of all lumber business, we have our Forestry Committee. The people of this country, with its tremendous sources of timber supply, must be educated to grasp the possibility of a future famine, and needful legislation must be enacted to reduce the problem of reforestation to a practical business proposition before the scarcity of timber shall enhance the values of stumpage to the point of placing trees as a crop in the same class with grain and cotton. ”

“ We had our truckman make note of the fact that he tendered the goods at their factory and that they refused to receive them. Now, can we sue and collect for these goods, and in the future if they refuse to receive them after tendering them can we sue? If we should instruct our truckman to leave these goods on the sidewalk in front of their place of business, could we sue, claiming this was a proper delivery and collect for same? ”

“ In many cases where valid claims exist in favor of a corporation of another State against a New York debtor, a serious obstacle arises where the foreign corporation has not obtained a certificate to do business in this State, and, therefore, cannot maintain the action. ”

“ If a buyer fails to meet any payment promptly when it is due, the seller, if he chooses to do so, may immediately rescind the contract and bring suit for the unpaid installments and for damages. If he had not this privilege he might be compelled to go on for months delivering his goods to one who had already shown his unwillingness or inability to make good his promise of payment. ”

“ For freedom from unjust and burdensome laws and for laws granting us security and reasonable opportunity in the conduct of our business, we look to the Legislation Committee, whose duty it is to scrutinize acts affecting the trade, to oppose those which oppress, and to favor and forward those which assist. ”

“ So far as we can find, however, there is no similar statute in New Jersey. It is a comparatively recent law in this State and 23there are not many other States that have adopted it. The public cannot be misled to its detriment by such a method of doing business as our correspondent proposes, and there is no common law rule against it. If any creditor supposes that the business is being carried on by a corporation he will not be harmed by the mistake, because the liability of an individual owner, or of a firm, is greater than that of the stockholders of a corporation. ”

“ In nearly every State there is a statute declaring that the purchaser of goods to the value of $50 or more shall not be legally liable unless he signs a written contract or part of the price is paid or part of the goods are accepted. ”

“ Are we correct now in insisting upon a settlement in full as invoiced, and can we maintain our action in a lawsuit?
Reply: If your lumber was received by the company and, without authorization from you they put it in the dry kiln, so as to prevent your examining it or taking it back, they would be liable to you for the invoice price. They cannot accept the lumber, use it and then refuse to pay. By their acceptance they waive any defects in quality or quantity, which can be ascertained upon an inspection of the lumber upon arrival. ”

“ WHERE A SELLER REFUSES TO MAKE DELIVERIES, BUYER CAN PROTECT HIMSELF. Question—A places a contract with B for future delivery of lumber beginning in October; B, for certain reasons, does not care to deliver this contract. A has the opportunity to buy the identical goods for the same delivery from competitors at the same price, after being notified by B that he does not care to deliver this contract. ”

“ A railroad company cannot be expected, and in some cases would not be allowed, to place its watchmen in private freight yards and to extend over and through those yards its system of protection against fire. When cars containing goods have been delivered upon the consignee’s premises the goods themselves have been delivered there. The carrier is no longer liable, either as carrier or as warehouseman and the courts have so decided. ”

“ Where a buyer of shingles accepts shingles which he knows are of a grade inferior to what the seller warranted, the buyer does not waive the warranty, and he can defend against an action for the price on that ground. ”

“ No foreign corporation doing business in the State can maintain any action upon any contract made by it in the State until it has procured such certificate. 88The corporation must file with the Secretary of State due copy of its charter and statement under seal of the amount of its stock, the nature of its business and state which is to be its principal place of business, designating a person upon whom process against such corporation may be served. The person so designated must have an office where the corporation is to have its principal place of business within the State. ”