American Institute of Marketing Systems, Inc. v. Brooks
| Decision Date | 27 July 1971 |
| Docket Number | No. 34007,34007 |
| Citation | 469 S.W.2d 932 |
| Parties | AMERICAN INSTITUTE OF MARKETING SYSTEMS, INC., a corporation, Plaintiff-Appellant, v. Eula T. BROOKS, d/b/a Landmark Real Estate, Defendant-Respondent. |
| Court | Missouri Court of Appeals |
Love & Lacks, Thomas K. Edelmann, Clayton, for plaintiff-appellant.
Evans & Dixon, Henry Menghini, Jerry D. Perryman, St. Louis, for defendant-respondent.
WEIER, Commissioner.
Suit upon a written contract. Plaintiff has appealed from a judgment of the circuit court dismissing its petition. The court gave as its reason the contract was void under the laws of the State of Alabama. We reverse and remand.
This is one of a series of cases appealed to this court by plaintiff as a result of the action of the circuit court in dismissing petitions filed by the same plaintiff, American Institute of Marketing Systems, Inc., (hereinafter referred to as AIMS), on similar written contracts against non-resident defendants. The other cases decided contemporaneously with this one involved as the significant issue in each, the validity of service of process upon an agent residing in Missouri appointed in a clause of the contract by a non-resident party for that purpose. Notice had been given by the non-resident party to terminate the contract in each of those cases, but not the agency, prior to the filling of suit. We are not confronted with that issue in this case.
AIMS here filed suit against defendant Eula T. Brooks, seeking damages for breach of contract, in the sum of $3,129.00 with attorney's fees. Defendant, a resident of Alabama, filed a motion to quash the writ of summons with the return of service and to dismiss plaintiff's petition, but this was denied. Defendant's answer admitted entering into the contract, but set up affirmative defenses, none of which is pertinent. Along with the last amended answer, defendant filed a motion to dismiss plaintiff's petition, in which she contended that the written contract on which the petition was based was consummated in the State of Alabama; that plaintiff was not a corporation licensed to do business in that state; that under the laws of the State of Alabama (Title 10, Section 21(89) of the Code of Alabama, 1940, as amended, and Title 51, Section 342, Alabama Code, recompiled, 1958) defendant had the right to declare and did so elect to declare the contract void. Supporting documents were filed with the motion.
The circuit court thereupon determined that a construction of the contract upon which suit was brought required a final act of receipt of notice in the State of Alabama by defendant, and hence the laws of Alabama applied as to the contract's validity. And since defendant had elected to declare the contract void under Section 342, supra, there was no valid contract. Therefore, defendant's motion to dismiss, in the opinion of the court, was well taken and plaintiff's petition was dismissed.
This is not a case that involves the capacity of one of the parties to contract with the other. AIMS, at the time of the contracting, was a Missouri corporation, with full power and authority to contract under the laws of its domicile, Missouri. The statutes of Alabama, supra, did not deny it the right to contract with a resident of Alabama in Albama. They merely provided that if the Alabama party so desired he could declare the contract void because of the failure of the Missouri corporation to register under its laws. The issue before us, therefore, goes to the validity of the contract rather than the capacity of one of its parties.
Appellant AIMS, relying on Missouri cases which hold that matters of validity and construction are governed by the law of the state where the contract is completed, first contends that the last act necessary for the formation of the contract was acceptance by AIMS in Missouri. Defendant Brooks, on the other hand, contends that the last act to be performed was notification and acceptance of the contract by defendant in Alabama.
We turn to the contract. Paragraph 21 reads:
The court below, considering paragraph 21, concluded that the first sentence, which fixed the date of acceptance by AIMS as the time when it became a valid contract, established the last act of contract completion in Missouri. And thus its validity would be determined under Missouri law. On the other hand, the court, in reading the third sentence of paragraph 21, determined that Brooks must be notified of the acceptance by AIMS within 30 days of receipt of the contract or no contract exists and therefore the final act of receipt must be made in Alabama. This would, according to the court's reasoning, require that the contract be completed in Alabama and so subject to Alabama law. Since the court determined the contract was ambiguous as to where it was to be completed, it construed the paragraph against the drafter, AIMS, and held the contract invalid under the laws of Alabama as an Alabama contract.
We cannot find this meaning in the third sentence as found by the circuit court. Reading the entire paragraph, we believe its plain meaning, as indicated by its words and composition, is that the contract became valid when it was accepted by AIMS; that a notice of acceptance would be sent Brooks, along with an executed copy of the agreement; and that the monies received by AIMS would be returned to Brooks if the contract was not accepted by AIMS within thirty days of receipt of the contract. We cannot read into this clause a requirement that the notice of acceptance must be received by Brooks in Alabama before the agreement becomes a valid contract. The words used are not ambiguous but have a clear meaning. And, if clear and unambiguous, the contract will be enforced or given effect in accordance with its terms, and without resort to construction to determine intent of the parties. Insurance, Inc. v. Sanders, Mo.App., 378 S.W.2d 249, 252(6).
It has been frequently held that the place where the last act is done is the place of the contract. Thacker v. Massman Const. Co., Mo., 247 S.W.2d 623, 630(13); Deister v. Thompson, 352 Mo. 871, 180 S.W.2d 15, 17(2); Toon v. David G. Evans Coffee Co., Mo.App., 103 S.W.2d 533, 537(1). And the law of the place where the contract is made will usually be applied by the state where the action is brought to determine its validity. Schoene v. Hickam, Mo., 397 S.W.2d 596, 601(5); Grider v. Twin City Fire Insurance Company, Mo.App., 426 S.W.2d 698, 700(1). Furthermore, receipt of notice of acceptance is not required. Where the offer is accepted by letter, although the letter never reaches the person making the offer, the contract is completed when the letter of acceptance is mailed. Egger v. Nesbit, 122 Mo. 667, 27 S.W. 385, 386; Price v. Atkinson, 117 Mo.App. 52, 94 S.W. 816, 818; 17 Am.Jur.2d, Contracts, § 48, p. 388. Certainly, by applying these general principles to the facts in the instant case under paragraph 21 of the contract, we have no difficulty in deciding that the contract was completed in Missouri, and, being a Missouri contract, the laws of Missouri apply in determining its validity.
Plaintiff is not content with relying on the law that the law of the place of making governs the validity of the contract, but goes on to bolster its posiion by asserting that the intention of the parties, as expressed by paragraph 18 of the contract, indicates that the laws of Missouri should also govern the validity of the contract. Defendant agrees that the intent of the parties should govern, but contends that, if all of paragraph 18 is read, the conclusion will be reached, where Missouri law is in conflict with Alabama law, then Alabama law applies, and in this case the latter must govern validity.
We first read the applicable portions of paragraph 18:
Even though the principle that the law of the place of making the contract governs its validity is usually accepted as the general rule, it is recognized in the authorities that much confusion exists whether the law of 1) the place of making the contract, or 2)...
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