Capital City Garage & Tire Co. v. Electric Storage Battery Co.

• Decision Date: 26 January 1920
• Docket Number: 10341.
• Parties: CAPITAL CITY GARAGE & TIRE CO. v. ELECTRIC STORAGE BATTERY CO.
• Court: South Carolina Supreme Court

101 S.E. 838

113 S.C. 352

CAPITAL CITY GARAGE & TIRE CO. v. ELECTRIC STORAGE BATTERY CO.

No. 10341.

Supreme Court of South Carolina

January 26, 1920

Appeal from Common Pleas Circuit Court of Richland County; T. S Sease, Judge.

Action by the Capital City Garage & Tire Company against the Electric Storage Battery Company. Judgment for defendant, and plaintiff appeals. Affirmed.

Tompkins Barnett & McDonald, of Columbia, for appellant.

Nelson & Gettys, of Columbia, for respondent.

FRASER J.

This is an action for actual and punitive damages, for a fraudulent breach of contract to grant an exclusive agency for the sale of Exide batteries in the city of Columbia. The complaint alleges a fraudulent conspiracy between the respondent and two others, to wit, the Consolidated Auto Company and the Columbia Ignition Specialty Company. The plaintiff offered to discontinue against the two latter defendants, but when a motion was made to transfer the case to the federal court, as the respondent was a foreign corporation the appellant withdrew its offer. The case was later dismissed as to the two defendants, and the case proceeded against the respondent.

The appellant bases its claims upon two letters, one dated June 8, 1916, and one dated June 13, 1916, set out in the record and conversations between the authorized agents of the plaintiff and the defendant. There were several letters that passed between the parties, and in order to construe them it will be necessary to consider some of the others also:

"September 28, 1915.

Capital City Garage, 1218 Lady Street, Columbia, S. C.--Gentlemen: I have your favor of the 22d instant and herewith return your copy of the contract.

We keep a complete record of business received from our various customers, whether this business is handled on a C. O. D. or open account basis. The reasons you give to support your contention that we should place our service station contract with you are certainly good ones, but it is not entirely a question of dollars and cents with us. Of course, we make more profit on an order for a new battery to replace some other make of battery than we do on one covering repairs to one of our own batteries, but we are really more anxious to give the users of Exide batteries good service than we are to get business away from our competitors. We want to do both, which is what makes it so hard to decide between yourselves and the Consolidated Auto Company.

Another factor which enters into the matter is that we have an agreement with the Buick Motor Company to the effect that we will give Buick agents the same discount which we give to our service station, provided such Buick agents sign a contract, live up to its terms and maintain charging and repair facilities equal to those maintained by our regularly appointed service stations.

There is nothing in our contract which would prevent us from having two service stations in Columbia. We don't want two stations there, but, on account of our agreement with the Buick Motor Company, it is very likely that we will be obliged to do so, at least for the present.

Yours very truly, A. N. Bentley,

Manager Atlanta Office."

Exhibit D.

"May 5, 1916.

Electric Storage Battery Company, Atlanta, Ga.--Gentlemen: Attention Mr. Bentley. We are forwarding you under separate cover the latest issue of the Record.

You will note that we are giving the Exide great prominence in our spaces that we have contracted for.

We are just about to install one of the most modern charging outfits and expect to get after this business in the future.

We would like to have an expression of what you think of the way we are handling your line in this city.

Thanking you for your attention, we are,

Yours very truly,

Capital City Garage.

By G. R. McNeill."

Exhibit F.

"May 10, 1916.

Capital City Garage, 1218 Lady Street, Columbia, S. C.--Gentlemen: We have your favor of May 5th and have also received the copy of the Record. We are very glad to note the prominence which you are giving the Exide battery in your advertising space.

As the writer advised you when you were in Atlanta some time ago, we much prefer to market our starting and lighting batteries through a company which does not represent any gasoline automobile manufacturer, but at the same time our relations with the Consolidated Auto Company have always been most pleasant and of considerably longer standing than our relations with you, for which reason I have not been willing to cancel our contract with the Consolidated Auto Company without some good and reasonable ground for such cancellation. I have been hoping that you would succeed in securing the bulk of the battery business in and around Columbia, but regret to advise that you have not done so to date.

I am very glad to note that you are about to install a modern charging outfit and that you expect to make greater efforts to get this class of business in the future. For the first four months of this year the Consolidated Auto Company has purchased approximately 65 per cent. more material from us than you have.

Yours very truly, A. N. Bentley,

Manager Atlantic Office."

Exhibit G.

"June 8, 1916.

Capital City Garage, Columbia, S. C.--Dear Sir: Attention Mr. McNeill. Mr. Hill has returned from Atlanta and has reported to me regarding his conversation with you relative to making you our official service station in Columbia. I do not like the idea of having two official service stations in a city of the size of Columbia, but it seems to be the only solution of the problem at the present writing. Our contract with the other people will not expire until September 16th of this year, and as that contract was entered into in good faith by both parties, I do not feel that I would be justified in canceling it before it expires.

The main difference between yourselves and the other people up to date has been that they are supplied without standard metal service station signs and you were not, but Mr. Hill reports that they never put the signs up and do not now know what has become of them. I think therefore, that the thing for us to do is to furnish you with these signs, one of which goes outside of your door and the other inside. These signs will make you our approved and official service station, and we will trust to luck that the other people will not be able to find the signs which we sent them. If they do and put them up, we will have two official service stations until their contract expires.

I propose, prior to the expiration of their contract, to notify them that we will not renew it, but, if they insist, we will continue to sell them batteries for Buick and Cadillac cars only, at the distributor's price. We will be obliged to do this on account of our relations with the Buick Cadillac Companies.

Please let me know if you find this arrangement to be satisfactory.

Yours very truly, A. N. Bentley,

Manager Atlanta Office."

Exhibit H.

"June 13, 1916.

Electric Storage Battery Company, Atlanta, Ga.--Gentlemen: Attention Mr. Bentley. Replying to your letter of the 8th, we beg to state that we have noted contents very carefully, and the proposition that your Mr. Hill talked over with us, and confirmation of same in your letter meets with our approval, with the exception of one thing, that is, you made a little difference in the discount quoted us of 2 1/2 per cent., which we trust will be corrected and we be given the proper discount that is due service stations.

We presume that Mr. Hill told you what our plans are. The writer himself expects to be over in Atlanta next month some time, when we will go into this matter thoroughly and know exactly the proper manner in which we should handle this service station proposition, also give you an order for the necessary equipment that we should have. When we do get equipped up, we do not think that you will ever regret, or find it a bad business move in connecting up with us as our official service station.

Thanking you for considerations extended us, we beg

to remain,

Capital City Garage,

G. R. McNeill." Exhibit I.

"June 15, 1916.

Capital City Garage, 1218 Lady Street, Columbia, S. C.--Gentlemen: Replying to your favor of June 13th, our action in appointing you as our official service station in Columbia automatically carries with it a change in the discount which we have been making you from 50 per cent to 52 1/2 per cent.

I note that you expect to come to Atlanta next month to go into this matter with us, and would advise that the writer will leave Atlanta on July 10th for his vacation. I trust that you can arrange to come before that date.

Yours very truly, A. N. Bentley,

Manager Atlanta Office."

Exhibit J.

"September 8, 1916.

Electric Storage Battery Company, Atlanta,

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