## Facts

- Arthur Lynn (plaintiff), a thresher, entered an express contract with Iver Seby (defendant), a farmer, to thresh all of Seby’s grain, including wheat, oats, and flax.
- Lynn threshed Seby’s wheat and oats but did not thresh the flax.
- Seby paid part of the amount due under the contract for the threshing that was completed.
- Lynn sued to recover the remaining balance of the threshing bill.
- Seby answered and counterclaimed, alleging that because the flax was not threshed before winter:
  - the flax was left exposed to winter weather and deteriorated or was lost, and
  - Seby suffered loss tied to a change in the market price of the grain during the period of delay.
- The trial court sustained Lynn’s demurrer to the counterclaim to the extent it sought damages for winter exposure and price change, treated those items as not legally recoverable, and then entered judgment on the pleadings for Lynn for a small unpaid balance.
- Seby appealed, arguing that Lynn’s breach of an “entire” contract should bar Lynn from recovering anything for partial performance.

## Issues

1. Whether a farmer may recover contract damages from a thresher for deterioration or loss of unthreshed flax caused by the grain remaining in the field through winter weather.
2. Whether damages based on market-price changes during the delay in threshing and sale are recoverable on these pleadings.
3. Whether, despite failing to complete an entire threshing contract, the thresher may recover the unpaid balance for the portion of work performed when the asserted setoff is not legally recoverable.

## Decision

- The North Dakota Supreme Court affirmed the judgment for Lynn.
- The court held that claimed damages for loss or deterioration of grain from winter exposure, following the failure to thresh, were too remote (not the proximate consequence of the breach) under the governing measure of contract damages.
- The court held that damages based on the difference or change in market price during the delay were also not recoverable because they were remote and, as pleaded, speculative.
- With no legally sufficient counterclaim for an offset, judgment on the pleadings for the unpaid balance for the threshing completed was proper.

## Legal Principles

- Contract damages are limited to harm that naturally and proximately results from the breach; remote consequences are not recoverable.
- Under a standard threshing contract without a special undertaking, deterioration or loss of grain from later exposure to the elements, after a failure to thresh, is treated as too remote to support recovery.
- Claimed losses based on later market-price changes, tied to delayed threshing and sale, may be denied as remote and speculative on the pleadings.
- A party who has rendered part performance under an entire service contract may, in appropriate circumstances, recover for the value of the benefit conferred (not above the contract price), reduced by any legally recoverable damages proven as an offset.
- When the defendant’s pleaded counterclaim fails to state a legally recoverable setoff and the balance due is otherwise undisputed, judgment on the pleadings may be entered for the plaintiff.

## Conclusion

The court affirmed a thresher’s recovery of the unpaid balance for threshing work completed, holding that the farmer’s counterclaim for damage to flax left out over winter and for losses from grain-price changes stated no legally recoverable damages because those losses were too remote and, as pleaded, speculative.


Lynn v. Seby, 151 N.W. 31 (1915)