Davis-Wood Lumber Co. v. Ladner

• Decision Date: 12 February 1951
• Docket Number: DAVIS-WOOD,No. 37797,37797
• Citation: 210 Miss. 863,50 So.2d 615
• Parties: LUMBER CO., Inc. v. LADNER.
• Court: Mississippi Supreme Court

Page 615

50 So.2d 615

210 Miss. 863

DAVIS-WOOD LUMBER CO., Inc. v. LADNER.

No. 37797.

Supreme Court of Mississippi, Division B.

Feb. 12, 1951.

Eaton & Cottrell, Gulfport, Davis & Hammond, Columbia, for appellant.

Bidwell Adam, Jason H. Floyd, Gulfport, for appellee.

ETHRIDGE, Commissioner.

This case involves four questions: (1) whether appellant, a corporation organized and domiciled in Louisiana, was doing business in Mississippi from 1946 to 1948; (2) assuming that it was, whether the circuit court acquired jurisdiction over it under Code Sec. 1437 after it had ceased to do business in Mississippi at the time this action was brought, as to an action on a contract arising out of such previous business; (3) if there was jurisdiction, whether the statute under these facts violate the due process clause of the Fourteenth Amendment; and (4) whether there was sufficient evidence to support the jury's acceptance of appellee's version of his contract with appellant. We hold that appellant was validly subject to the jurisdiction of the circuit court, and that the judgment for appellee on the contract arising out of such business previously done in Mississippi is affirmed.

Appellant, the David-Wood Lumber Company, is a Louisiana corporation engaged in the retail lumber and building material business with lumber yards and offices in three cities in that state. Appellee, Edwin Ladner, is a resident citizen of Harrison County, Mississippi. Prior to the transactions involved in this suit he had for many years been engaged in sawmilling, logging, and timber operations in Harrison County, in addition to the operation of a small store in that county. He owned some land and timber, including a farm just north of Pass Christian. Shortly after the end of World War II, two of the appellant's officers were Will Davis, President, and Robin M. Wood, Sr., Secretary and Treasurer. According to the appellee's testimony, Wood, representing the Company, negotiated with him around April 1, 1946, about appellee cutting some timber in Mississippi for the Company. He stated that after some negotiations it was agreed that the Company would furnish him a sawmill with which to manufacture the timber which would be obtained off of appellee's property, and that appellant would pay him $40 a thousand for such manufactured lumber. Ladner had had previous dealings with appellant Company in 1927 when he shipped to it some piling, and he stated that at that time Wood also had acted for the corporation. Appellee had a good deal of experience in operating a sawmill, and appellant, through Wood, agreed, according to appellee's case, to bring the mill up to Harrison County and let him cut the lumber for the Company. Appellant would also furnish the trucks, and appellee would pay the labor and other expenses. He stated that nothing was said about him renting from the Company or any one else the sawmill and trucks.

Operations began about the second week in May, 1946, cutting the timber on appellee's property. The manufactured lumber was delivered to a Company truck at the mill in Harrison County which was on appellee's property. Appellant sent its trucks over to the mill from Louisiana and picked up the lumber. The drivers of the trucks were working for appellant, and the trucks and trailers had printed upon them 'Davis-Wood Lumber Company'. These trucks came over several times each week to pick up the lumber, from May, 1946, until April, 1948, during which period the various transactions involved in the contract in issue took place. From time to time the appellant sent appellee parts for the repair of the sawmill. They were charged to appellee in accordance with his agreement.

In July, 1946, Wood, representing the Company, appellee said, made an agreement with Ladner under which he would continue to operate the sawmill for appellant, manufacturing timber from lands other than his own, for which he would receive $14 a thousand for cutting it at the mill. A man by the name of Kenmore hauled the timber to the mill up until the latter part of July, 1946. It appears that he was working for appellant in logging and hauling the timber, but the record is not clear in this respect. In the latter part of July, 1946, Wood, representing appellant, advised him that they could not get enough logs under the present arrangement, and appellee offered to 'take over all the trucks and trailers and get the logs out of the woods and bring them to the mill for $32.00 a thousand'. Appellee would have the lumber loaded on Company trucks when they arrived at the mill. He testified that no mention was made at this time about him paying any rents for the truck or the mill. Wood accepted that proposition for the Company, appellee testified, and operations continued on that basis. Wood had Kenmore deliver the trucks to appellee the next day, and thereafter appellee managed the entire operations of cutting the timber, hauling it to the mill, manufacturing it, and loading it on the trucks and trailers which appellant Company continued to send over to Harrison County. Will Davis testified that the timber used was owned by him and Wood individually. Appellee paid the salaries of the men cutting timber and of employees at the mill, and also paid for repairs on the trucks which he used in hauling the timber from the woods to the mill. Appellant furnished the men at the mill with work aprons worn in front of them to prevent them from getting gum from the timber on them, on which was printed 'Davis-Wood Lumber Company'. Appellee operated the mill under those conditions. Appellant paid 'for stacking some lumber, because I did not have anything to do with the stacking'. Shortly thereafter appellant became dissatisfied with the quality of the sawing of the timber, and agreed with appellee to pay one-half of the salary of a new sawyer recommended by the Company.

In late November, 1946, appellee received his first statement from appellant. Other statements followed over the entire period of the contract about two months apart. This first statement, as did the others, recited the number of feet of timber which had been sawed and gave Ladner credit for his contract price. It charged him with parts which had been shipped to him for the mill, and then had an item designated 'mill truck and trailer rent'. This item set out as 'mill rent' the sum of $2 per thousand feet of timber, as 'truck rent' the sum of $2 per thousand feet of timber, and as 'trailer rent' the sum of $1 per thousand feet of timber. These rent items were deducted from the statement of the amount owed to Ladner. Appellee testified that Wood handed him the first statement, and that he protested the charges for rent, stating that he had not agreed to pay any rent, and that in reply Wood said for him to get and cut the lumber and 'I will see you get it later * * * we will get it for you later'. He said that his wife was present at that time, and that he made objection to the rent charges on several other occasions to Wood, in reply to which Wood, representing the appellant, advised him that he would see that it would be taken off of Ladner's account. Operations continued on a regular and substantial basis until about the last of March, 1948. Some small cutting was done in May, 1948. Appellee testified that he continued to object to the rent charges made by the Company; that his objections were made to Wood, and each time Wood advised him that the Company would remove those charges before final settlement. However, when operations ceased appellee said that the Company, acting through Wood, refused to remove the rent charges from his account. Appellee then undertook to hold the mill in his possession until a final, satisfactory settlement. Wood brought a suit in 1948 in replevin for the mill, asserting that he had purchased it from Will Davis in 1948, and obtained possession of it. In March, 1948, Ladner wrote a letter to the Company, directed to Wood, in which he stated that he was coming down the next morning, and told Wood to have statement of 'all rent charge me'.

Ladner testified that he wrote this letter in order to get a final statement and understanding on the rent and other charges, and that he did at any time agree to pay the rent. This communication is so ambiguous that it is not of any probative value on the terms of the agreement. Ladner admitted that he received statements about every two months over the entire period of the contract, in each of which there were charges to him of the rents, but he said that he regularly protested to Wood, the officer of the Company, about, it, and Wood each time advised him that he would see that no such charge was made. He did not complain to Davis, president of the Company. In the operations of the mill, Ladner paid the social security tax and deducted the withholding federal income taxes of employees. He managed and paid for the operations of the mill and the salaries of its employees.

Ladner's contract price for selling and manufacturing his and other lumber was paid to him by Davis-Wood Lumber Company, appellant, by Company checks, and from time to time he had written correspondence with the Company about the account. Ladner testified that most of his dealings during the two years of these transactions were with Wood, representing the Company. Davis came over to the mill only occasionally. During most of the period of operations Wood lived close by the mill and usually slept and ate at Ladner's home. During this period Ladner said that Wood was taking care of the Davis-Wood Lumber Company's interests 'seeing the lumber was cut right and put on the trucks right'. Wood telephoned to the Louisiana office of appellant 'most every night'. These calls were devoted largely to advising the Company when a truck was needed to come and load the lumber and for necessary parts. Ladner's son-in-law testified that he was present in Ladner's home in July, 1946, when Ladner...