Gen. Auto Sales Co. v. Capitol Motor Car Co. Inc. Hoffman Motor Co. Inc.
| Decision Date | 21 December 1944 |
| Citation | 40 A.2d 767,131 Conn. 424 |
| Parties | GENERAL AUTO SALES CO. v. CAPITOL MOTOR CAR CO., Inc., et al. HOFFMAN MOTOR CO., Inc., v. SAME. |
| Court | Connecticut Supreme Court |
OPINION TEXT STARTS HERE
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Appeal from Superior Court, Hartford County; Dickenson, Judge.
Actions by the General Auto Sales Company and by the Hoffman Motor Company, Inc., against Capitol Motor Car Company, Inc., and others, to recover alleged overcharges on automobiles sold to the plaintiffs by the defendants. In the Hoffman case, a counterclaim was filed. The cases were tried together to the court. Judgments for the defendants in both cases, and the plaintiffs appeal.
No error.
Benjamin Slade, of New Haven, Emanuel H. Waldman, of Middleton, and John W. Joy, of Hartford, for appellants.
Hugh M. Alcorn, of Hartford, for appellees.
Before MALTBIE, C. J., and BROWN, JENNINGS, ELLS, and CORNELL, JJ.
The plaintiffs are dealers in automobiles. The named defendant, hereinafter referred to as the defendant, is a so-called direct dealer or distributor. The complaints are in three counts claiming (1) damages for overcharges in sales by the defendant to the plaintiffs; (2) unlawful solicitation of the plaintiffs' customers to the detriment of their business; (3) a refusal to sell to the plaintiffs in carload lots, to their damage. The prayers for relief also claim an accounting. The answers consisted of a general denial, special defenses and, in the Hoffman case only, a counterclaim. Since the defendant rested at the close of the plaintiffs' case, the counterclaim may be disregarded. The special defenses are of no importance in view of the result. The two cases did not differ in any respect materially affecting the result. They were tried together and the nature of the legal issues is such that they can be discussed together.
The assignments of error necessitate an examination of the evidence to determine whether it requires what amounts substantially to a substitution of the plaintiffs' draft-finding for the finding, which supports the claim of the defendant. This examination has been made and such corrections as the evidence requires are contained in the following statement. The dominating personalities in the plaintiff companies were shrewd and experienced business men, thoroughly familiar with the automobile sales business. The management was the same throughout the transactions here under consideration. The plaintiffs were dealers who purchased automobiles for resale from a direct dealer or distributor. The latter is an intermediate party between the manufacturer and the dealer. The defendant was sole representative and direct dealer for the Dodge and Chrysler corporations for Hartford and other counties in Connecticut. The plaintiffs could purchase new Dodge and Chrysler (Plymouth) cars only through the defendant.
In 1932, the General Auto Sales Company and the defendant signed a dealer agreement which purported to give to his plaintiff the right to purchase Dodge and Plymouth cars from the defendant for resale in Hartford. This was the only agreement which fixed the prices the defendant might charge the plaintiffs. In 1933, each plaintiff signed a dealer agreement with the defendant which provided that the plaintiff ‘in consideration of the right to submit, as a dealer, orders to direct dealer for the products hereinafter mentioned’ agreed ‘after the communication and submission of each purchase order to Direct Dealer, provided the same shall be accepted by Direct Dealer’, to comply with and perform all the terms and conditions thereafter set forth. In 1934 and 1937 the General Auto Sales Company, and in 1934, 1935, 1936 and 1937 the Hoffman Motor Company, signed dealer agreements with the defendant which differed from those signed in 1933 in form but not in substance. All of the instruments signed between 1933 and 1937 inclusive contained general mutual releases.
In 1938, dealer agreements were signed by each of the plaintiffs and defendant. These differed from those just described in omitting the release clause and contained the following new provision: ‘(3) Direct Dealer will from time to time advise Dealer of the prices of the vehicles and parts and accessories he buys from Direct Dealer, and will furnish Schedules of Discounts and Terms of Purchase to Dealer.’ All of the agreements were rather long and involved. They contained the provisions usual in such contracts that the entire contract was embraced therein and that addenda must be duly executed, and they regulated their termination in detail. No written instruments other than those described were executed by the parties.
The plaintiffs purchased Dodge and Plymouth cars from the defendant during the period covered by the dealer agreements, to be resold by them as dealers. These purchases were made upon invoices issued by the defendant specifying, almost without exception, one set price. This figure represented the net cost of the...
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Agway, Inc. v. Ernst
...knowledge of the price differential, and conscious acquiescence to it, is essential. See, e. g., General Auto Sales Co. v. Capitol Motor Car Co., 131 Conn. 424, 40 A.2d 767 (1945); Gulf Oil Corp. v. Lone Star Producing Co., supra at 31 Appellee testified that, largely because of his ill hea......
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