Brandtjen & Kluge, Inc. v. Nanson

• Decision Date: 12 July 1941
• Docket Number: 27875.
• Citation: 115 P.2d 731,9 Wn.2d 362
• Court: Washington Supreme Court
• Parties: BRANDTJEN & KLUGE, Inc., v. NANSON.

115 P.2d 731

9 Wn.2d 362

BRANDTJEN & KLUGE, Inc., v. NANSON.

No. 27875.

Supreme Court of Washington, En Banc.

July 12, 1941

Action by Brandtjen & Kluge, Inc., against E. J. Nanson for the balance due on a promissory note and foreclosure of a chattel mortgage. From a judgment for plaintiff, defendant appeals.

Affirmed.

BLAKE and MAIN, JJ., dissenting.

Appeal from Superior Court, Spokane County; Charles W. Greenough judge.

Gleeson & Gleeson, of Spokane, for appellant.

Harrison M. Berkey, of Spokane, for respondent.

ROBINSON Chief Justice.

The purpose of this action was to obtain a judgment for the balance due on a promissory note and the foreclosure of a chattel mortgage. The trial was Before the court without a jury, and resulted in findings of fact from which it was concluded that the plaintiff was entitled to the relief which it sought. Judgment was entered against the defendant in the sum of $1,937.09, together with the further sum of $25 attorney's fees, and the foreclosure of the mortgage was directed. From this judgment, the defendant appealed.

The respondent was a corporation organized under the laws of the state of Minnesota, in which state it had its principal place of business, and was engaged in the manufacture of printing presses. It was not authorized to do business in this state. The appellant, E. J. Nanson, was engaged in the printing business in the city of Spokane, in this state.

September 16, 1937, the appellant contracted with one G. D. Fye, a salesman for the respondent, for the purchase of a printing press. By its terms, this contract provided that it should not be binding upon the respondent until its written acceptance should be endorsed thereon 'by the home office.' The contract was sent to the home office, and was there approved. After its approval, a note for the purchase price was drawn, and, also, a chattel mortgage securing the same. The printing press was shipped to Spokane, and was consigned to the respondent itself in care of the appellant. Some days after it arrived in Spokane, a mechanic came to that city for the purpose of assembling the press and putting it in working order. He took delivery from the transportation company, and, in turn delivered it to the appellant's place of business. Some payments were made upon the note, and this action was brought, as above indicated, to recover the balance and foreclose the chattel mortgage.

There are two questions presented upon the appeal, one of which is whether the corporate existence of the respondent was proven and the other, whether it was doing business in this state. Upon the trial, there was introduced in evidence a copy of the articles of incorporation and an amendment thereto, certified by the secretary of state of the state of Minnesota. There was no other evidence on the question. The certified copy of the articles of incorporation was sufficient evidence of its corporate existence, in the absence of evidence to the contrary. St. Anthony & Dakota Elevator Co. v. Turner, 132 Wash. 419, 232 P. 288. Whether the corporation was doing business in this state depends upon the attendant facts and circumstances of the case.

In the case of Smith & Co. v. Dickinson, 81 Wash. 465, 142 P. 1133, where the facts and circumstances, except in two particulars which will be subsequently noticed, were more potent, as indicating doing business in this state, than are the facts and circumstances in the present case, it was held that the corporation was not doing business in this state. One of the facts which, it is contended, differentiates that case from this one is that, here, the printing press was shipped to the respondent itself in care of the appellant, while, in the case cited, the goods for which recovery was sought were shipped direct to the purchaser in this state, to whom they had been sold by a salesman, as is the case now Before us.

The appellant seeks to distinguish the case of Smith & Co. v. Dickinson by saying that, in that case, there was only proof of 'isolated transactions' in this state However, the opinion in that case shows on its face that the transactions of the plaintiff were no more isolated than were the transactions in this case. Whether a foreign corporation is doing business in this state does not depend upon the number of transactions that it has, but upon the nature and character of the transactions.

In the case of Dalton Adding Machine Sales Co. v. Lindquist, 137 Wash. 375, 242 P. 643, it was recognized that a foreign corporation engaged in the manufacture and sale of articles of commerce may send its soliciting agents into the state for the purpose of taking orders for its products and may ship them to one of its agents for delivery to the purchaser, and this does not constitute doing business. See the long list of citations to this effect in 60 A.L.R. 1020-1022, inclusive. If the shipment of the goods to the soliciting agent did not constitute doing business in this state, it would seem, necessarily, to follow that the respondent, in this case, was not doing business in the state by reason of the fact that it consigned the printing press to itself in the care of the purchaser.

In Williams, Inc., v. Golden & Crick, 247 Pa. 397, 93 A. 505, a foreign corporation, which sold fixtures in Pennsylvania, consigned them to itself, and sent workmen to install them, was held not to be doing business therein.

It is further contended that the fact that a mechanic was sent into this state to assemble the press and put it in working order differentiates this case from the Smith & Co. case. The agreement to assemble the press and put it in working order did not divest the sale of its character as interstate commerce and constitute doing business in this state. General Talking Pictures Corp. v. Shea, 185 Ark. 777, 49 S.W.2d 359; North v. Mergenthaler Linotype Co., Tex.Civ.App., 77 S.W.2d 580; York Mfg. Co. v. Colley, 247 U.S. 21, 38 S.Ct. 430, 62 L.Ed. 963, 11 A.L.R. 611.

The cases of Grams v. Idaho National Harvester Co., 105 Wash. 602, 178 P. 815, and State ex rel. Kerr Glass Mfg Co. v. Superior Court, 166 Wash. 41, 6 P.2d 368, are obviously distinguishable. In the first of these cases, the decision is...