Good Will Home Ass'n v. Drayton
| Decision Date | 11 March 1971 |
| Docket Number | No. 1105-A,1105-A |
| Citation | 108 R.I. 277,274 A.2d 750 |
| Parties | GOOD WILL HOME ASSOCIATION v. Charles O. DRAYTON, Jr. ppeal. |
| Court | Rhode Island Supreme Court |
This action was brought by Good Will Home Association, a Maine corporation which operates a private school known as the Hinckley School in Hinckley, Maine, to collect money due it from the defendant, Charles O. Drayton, Jr., as payment for the room, board, and tuition of his daughter, who attended the Hinckley School. The complaint was filed on February 26, 1970, and subsequently, on March 16, 1970, the defendant filed a motion to dismiss the complaint. Objection to the motion to dismiss was filed on April 22, 1970, and annexed thereto was an affidavit executed by the President of Good Will Home Association, along with a copy of a letter of agreement relating to payment of the arrearages due the school from Drayton. The motion was heard on May 8, 1970, by a justice of the Superior Court, who granted the motion and dismissed the action without prejudice. Thereupon the plaintiff pressed its appeal from that order to this court.
The record discloses that no testimony was adduced at the hearing to dismiss in the Superior Court and that after oral argument that court granted the motion. According to the affidavit of the President of Good Will Home Association filed with the objection to the motion to dismiss, defendant's daughter had attended Hinckley School through the academic years beginning in September 1967 through June 1968 and beginning in September 1968 through June 1969. The total expenses incurred for tuition, board, and other expenses amounted to $5,479.68, no part of which had been paid at the time of the commencement of this action.
In his affidavit the President of Good Will Home Association further deposes that to the best of his knowledge and belief marital difficulties developed between Drayton and his wife and that in the course of subsequent divorce proceedings an agreement was made between then in which Drayton agreed with his estranged wife to pay three-fourths of the outstanding arrearage of $5,479.68, which would amount to the sum of $4,109.76.
Thereafter a letter agreement was prepared, in which the Draytons acknowledged the arrearage due the Good Will Home Association and Drayton offered, in accordance with his agreement with his estranged wife, to pay Good Will Home Association three-fourths of the arrearage. It further appears from the copy of the letter of agreement that Drayton's estranged wife agreed to pay the remaining one-fourth of the arrearage. This letter agreement, dated July 31, 1969, was thereafter sent by mail to the Good Will Home Association at Hinckley, Maine, with the signatures of Drayton and his estranged wife affixed thereto.
The letter agreement concludes with a statement addressed to the school: 'Kindly note your acceptance of the arrangements herein provided by signing and returning * * *' to counsel representing Drayton. This is followed by the signatures of Drayton and his wife, and below these signatures there appears the following: 'The foregoing arrangements are acceptable to Good Will Home Association.' This is signed by Bradford H. Hutchins in his capacity as President of Good Will Home Association. It is not disputed that the execution of the acceptance by Good Will Home Association of the letter agreement took place in Waterville, Maine.
The record discloses in express terms that defendant's motion to dismiss was based on the provisions of G.L.1956, § 7-1.1-117, which provides, in pertinent part: 'No foreign corporation transacting business in this state without a certificate of authority shall be permitted to maintain any action, suit or proceeding in any court of this state, until such corporation shall have obtained a certificate of authority.' We are persuaded from the absence of anything to the contrary appearing in the order of dismissal that the trial justice based his decision on his conclusion that this statute applied to the instant contract.
Apparently, however, the attention of the trial justice was not directed to the fact that § 7-1.1-117 was enacted in 1969 in amendment of prior legislation, which related to the right of foreign corporations that had failed to comply with statutory provisions requiring registration to do business within this state to maintain an action or to...
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...The general rule that a contract is deemed made at the place where acceptance of the offer took place, Good Will Home Association v. Drayton, 108 R.I. 277, 274 A.2d 750, 752 (1971), does not vitiate jurisdiction when the foreign party purposefully avails itself of the privileges, benefits, ......
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