## Facts

- John L. Gill contracted with Johnstown Lumber Co. to drive approximately four million feet of logs downstream to the company’s boom.
- The written agreement set itemized, per-unit compensation: different rates per thousand feet for oak versus other logs, and per-tie rates depending on where cross-ties were delivered or driven.
- About ten days after contracting, a catastrophic flood caused many logs to be carried past or through the company’s boom; some were lost, and some never reached the boom.
- Before the flood, Gill had fully driven some logs in accordance with the contract; other logs had been partially driven but were not completed due to low water and then were swept by the flood.
- The parties disputed whether, after the flood, Gill offered to resume performance and whether the company prevented completion.
- Johnstown Lumber Co. refused to pay, asserting the agreement was an entire contract requiring complete delivery of all logs and ties as a condition of any payment.
- Gill sued to recover payment at the contract rates for the logs and ties he had successfully driven and delivered (or brought within the company’s control at the boom).

## Issues

1. Whether the contract was entire or severable given that it specified separate, unit-based prices for different categories of performance.
2. Whether Gill could recover the contract-rate price for logs and ties delivered (or placed within the company’s control) even though the full quantity contemplated by the contract was not delivered.

## Decision

- The Supreme Court of Pennsylvania reversed the judgment entered for Johnstown Lumber Co. based on the directed verdict.
- The court held the contract was severable, not entire.
- Gill was entitled to recover, at the contract’s specified rates, for the units of performance (logs and ties) that were actually delivered in accordance with the contract.

## Legal Principles

- A contract is severable when one party’s performance consists of multiple distinct items and the consideration is apportioned to each item by the parties’ agreement.
- Unit pricing for separate categories of work is strong evidence the parties intended divisible performance and divisible payment obligations.
- When a contract is severable, failure to complete some units does not bar recovery for other units that were properly performed and accepted or brought under the other party’s control.

## Conclusion

Because the agreement set separate per-unit rates for distinct types of logging work, it was treated as severable, allowing the contractor to obtain contract-rate compensation for the portions he successfully delivered despite the flood-related noncompletion of the whole undertaking.


Gill v. Johnstown Lumber Co., 151 Pa. 534, 25 A. 120 (Pa. 1892)