Minute Maid Corporation v. United Foods, Inc.
| Citation | 291 F.2d 577 |
| Decision Date | 17 July 1961 |
| Docket Number | No. 18697.,18697. |
| Parties | MINUTE MAID CORPORATION, Appellant, v. UNITED FOODS, INC., et al., Appellees. |
| Court | United States Courts of Appeals. United States Court of Appeals (5th Circuit) |
William C. Garrett, Wilmer D. Masterson, III, Dallas, Tex., Kilgore & Kilgore, Dallas, Tex., for appellant.
H. T. Bowyer, Dallas, Tex., H. Fred Gober, Atlanta, Ga., Bowyer, Thomas, Crozier & Harris, Dallas, Tex., for appellee, United States Cold Storage Corp.
Before TUTTLE, Chief Judge, and HUTCHESON and BROWN, Circuit Judges.
This is an appeal from a judgment of the trial court, sitting without a jury, denying a recovery from United States Cold Storage Corporation by the appellant for the purchase price of commodities sold by it to the United Foods, Inc.
Appellant's theory of recovery was that United Foods, Inc., a direct purchaser from it, was engaged in a partnership operation with the Cold Storage Corporation, thus making Cold Storage liable for the unpaid purchase price.
There is no dispute about the fact that United Foods was indebted to Minute Maid Corporation in the sum of $143,141.66, representing the purchase price of frozen food products sold to United. The question whether Cold Storage is equally liable for this sum must be answered in the light of the following history of the relationship between the parties: Commencing November 1, 1956, United Foods was an authorized direct buyer of products packaged by Minute Maid; Minute Maid's terms of sale for retail size packages to authorized direct buyers, such as United Foods, included discounts based upon the volume of goods included in a single order, which discounts were generally referred to as "quantity allowances" or "freight allowances," or described in the price list as "truckload storage allowances" and "carload storage allowances"; Minute Maid stored a substantial amount of frozen foods in Dallas, Texas, through arrangements with United Foods, paying United Foods at the rate of 20 cents per hundred-weight for such storage; at all times pertinent to this action Cold Storage owned and operated a cold storage warehouse in Dallas, Texas.
United Foods did not have the financial ability from its own resources plus normal credit sources to finance the carrying of a large inventory of frozen food products; that means that there were certain substantial price benefits that it could not get; Cold Storage did have and was willing to make funds available to assist United Foods in buying Minute Maid products in quantities that permitted the maximum discounts; the market conditions affecting frozen food products are such that the price of such goods tends to rise from the month of May to the end of the year, and such increases in price as to citrus food products is as high as 50% in years when weather conditions adversely affect citrus production; at all times pertinent to this action a direct buyer of frozen foods products, such as United Foods, was protected against price declines to the extent of inventories representing goods received during the last thirty day period; United Foods, without the knowledge of Minute Maid, operated so as to obtain an additional thirty days protection against price declines by taking goods owned by Minute Maid from warehouses approximately thirty days prior to notifying Minute Maid of the withdrawal. The effect of this relationship made it possible for a direct buyer, by buying large quantities, to profit as much as 50% on inventories by receiving notice from Minute Maid of proposed price increases a considerable time in advance of the price increase, whereas there was practically no risk of a loss on such inventories by reason of the sixty days protection against price declines above referred to. It is undisputed that this made peculiarly attractive the speculation in inventories.
On May 1, 1957, United Foods and Cold Storage entered into an agreement which spelled out their relationship with each other. Since we conclude that the essential question presented by this appeal must be resolved by reference to this written agreement we consider it essential to print the relevant portions of it in full as follows:
On June 24, 1957, the foregoing agreement was amended only to the extent of providing that instead of $300,000 the aggregate amount of loans outstanding was increased to $500,000.
All of the sales for which the purchase price is here in litigation were made while this contract was in effect. Subsequently, on December 9, 1957, at which time there was a credit balance of approximately $22,000 in the "special account," referred to in the contract, the parties entered into a termination agreement terminating the contract effective December 31, 1957. This contract further provides:
"Any amounts due by United States Cold Storage Corporation to United Foods, Inc. under said contract and the provisions of paragraph nine thereof shall be retained by United States Cold Storage Corporation to apply against future storage and financing charges that may accrue on products stored with them by United Foods, Inc."
United Foods, as a food broker engaged in the business of selling Minute Maid products, and during the year 1957 handled in excess of $1,000,000 of these products. This business was carried on by United Foods at its own office, with its own employees, and at its own expense.
During the life of the contract, Cold...
To continue reading
Request your trial
-
In re Medallion Realty Trust
...to share losses is implied from an agreement to share profits or other indicia of a partnership. Id. at 180; Minute Maid Corp. v. United Foods, Inc., 291 F.2d 577 (5th Cir. 1961), cert. denied 368 U.S. 928, 82 S.Ct. 364, 7 L.Ed.2d 192 (1961), Anderson v. Nat'l Producing Co., 253 F.2d 834 (2......
-
Moore v. U.S.
...this court will not consider new matters raised for the first time in a petition for rehearing. See, e. g., Minute Maid Corp. v. United Foods, Inc., 5 Cir. 1961, 291 F.2d 577, 585-86, Cert. denied, 368 U.S. 928, 82 S.Ct. 364, 7 L.Ed.2d 192; De Witt v. Sorenson, 5 Cir. 1961, 290 F.2d 562. Se......
-
In re Senior Living Properties, L.L.C.
...of an interest would be entitled to share as principals in the profits as such, they would be partners. Minute Maid Corp. v. United Foods, Inc., 291 F.2d 577, 583 (5th Cir.1961). The court suggested that a presumption of partnership arises by a profit sharing agreement. The court noted that......
-
Sparks Bros. Drilling Co. v. Texas Moran Exploration Co.
...297 (Iowa 1977).25 See Bromberg and Ribstein on Partnership, Vol. 1 § 2.14(4)(ii). In their discussion of Minute Maid Corporation v. United Foods, Inc., 291 F.2d 577 (5th Cir.1961), cert. denied, 368 U.S. 928, 82 S.Ct. 364, 7 L.Ed.2d 192 (1961), the authors note that the court allowed plain......