Yes. The buyer has to pay for the items they actually received. The court said that it would be weird if business deals meant that you get nothing unless you do 100% of the job. The most important thing is what the two sides intended. When you buy a list of items, it's usually treated as a bunch of separate little sales grouped together. The deal is only an 'all-or-nothing' package if it was made very clear that everything was needed for one specific purpose, like all the parts to build a single machine. Otherwise, the seller gets paid for what they delivered, and the buyer can sue for any trouble caused by the missing items.

Yes, the seller can get paid for the parts they delivered. We agree with the lower court's decision. The deal they made allows them to get paid as they go, as long as there's no special rule in their agreement that says everything must be delivered first. This is fair because it means the seller gets money for what they delivered, and the buyer can get back some money if they didn't get everything they were supposed to. We looked at what the people making the deal really wanted, not just at how the deal was written down. Usually, when people sell things piece by piece with different prices, courts think it's okay to pay for each piece separately. This makes sense and is fair for everyone. But if the deal clearly says or strongly hints that everything must be delivered before any payment, then that's what has to happen. We looked at other cases where courts decided differently, but in this case, we didn't see any clear signs that the whole order had to be delivered before payment.

<opinion type="majority">
<author id="b96-5">Wiuslow, C. J.</author>
We think that the business world would' be astonished to learn that whenever an order for a bill of merchandise is accepted the contract thus made is entire, and requires delivery of every article before there can be recovery of any part of the purchase price. Such would be the practical effect of the defendant’s contention here, if it should be upheld. We cannot so hold. The question of entirety is a question of intention; severability of the subject matter and measurement of consideration by units may assist in determining, but do not of themselves necessarily determine, the-question.
In case of a contract naturally and accurately severable-(such as a contract for the sale of a bill of goods at certain prices for each article), courts incline to hold the contract severable, and to grant a recovery for that portion of the goods actually delivered, less damages for the nondelivery of any portion not delivered. Under all ordinary circumstances this-course will result in exact justice. The vendor will' receive pay for his goods which the vendee has retained, and the vendee will receive compensation for any damage which he has actually suffered.
If, however, it appears by express terms or by necessary implication from the terms of a contract that the intention of the parties was to make payment of the consideration depend upon delivery of all the articles, the contract will be held entire, though the consideration may be measured in units and' be actually severable. Goodwin v. Merrill, 13 Wis. 658; Shinn v. Bodine, 60 Pa. St. 182. Thus, when a contract required the delivery of 2,000 yards of crushed stone for the-purpose of building a bridge, it was held to be entire, notwithstanding the payment was to be at a certain rate -per yard. <page-number citation-index="1" label="65">*65</page-number>Prautsch v. Rasmussen, 133 Wis. 181, 113 N. W. 416. So contracts to tow a given quantity of logs at so much per thousand feet, and to carry 5,000 barrels of salt at so much per barrel, have been held entire, upon the idea that the terms of the contract, in the light of the surrounding facts, showed that the parties evidently intended to contract for one entire job, and only used the unit of measurement of the consideration for convenience and not as indicating any contemplation of severability. Boutin v. Lindsley, 84 Wis. 644, 54 N. W. 1017; Warehouse &amp; B. S. Co. v. Galvin, 96 Wis. 523, 71 N. W. 804. See, also, Widman v. Gay, 104 Wis. 277, 80 N. W. 450.
The principle here decided is that contracts for the sale of goods like the present, which are naturally severable, will not be held entire contracts, in the absence of express or implied provision to that effect in the contract, or persuasive circumstances showing the intention of the parties to make it entire.
By the Court. — Judgment affirmed.
</opinion>

Yes. A contract for the sale of multiple goods with individual prices is severable. The central question in determining if a contract is entire or severable is the intention of the parties. While factors like the severability of the subject matter and unit-based pricing are helpful indicators, they are not conclusive. For a standard bill of goods, courts will presume the contract is severable, allowing the vendor to receive payment for goods delivered while the vendee receives compensation for any damages from the non-delivery. A contract will only be held as entire if its express terms or necessary implications, viewed in light of the surrounding circumstances, show that the parties intended to make performance of the whole a condition of payment, such as when all items are required for a single, specific purpose.

Yes, the contract in question should be considered naturally severable. I affirm the lower court's judgment. Because the contract is naturally severable, and there is no express or implied provision indicating that payment is dependent on the delivery of all articles, the contract allows for recovery for the goods delivered. This decision aligns with the principle that under ordinary circumstances, justice is served when each party receives or compensates based on the actual goods exchanged or damages incurred. The question of entirety is a question of intention, and while severability of the subject matter and measurement of consideration by units may assist in determining this, they do not necessarily determine the question by themselves. Courts incline to hold naturally and accurately severable contracts as severable, granting recovery for the portion of goods actually delivered, less damages for any nondelivery. This approach results in exact justice under ordinary circumstances. However, if it appears by express terms or necessary implication that the parties intended to make payment dependent upon delivery of all articles, the contract will be held entire, even if the consideration is measured in units and is actually severable. We have considered precedents such as Goodwin v. Merrill, Shinn v. Bodine, and others that demonstrate circumstances where contracts were held to be entire despite unit-based pricing. In this case, we find no such express terms or necessary implications, nor persuasive circumstances showing the intention of the parties to make the contract entire.

National Knitting Co. v. Bouton & Germain Co.

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