J.R. Watkins Co. v. Hill

• Decision Date: 28 January 1926
• Docket Number: 8 Div. 824
• Citation: 214 Ala. 507,108 So. 244
• Parties: J.R. WATKINS CO. v. HILL et al.
• Court: Alabama Supreme Court

108 So. 244

214 Ala. 507

J.R. WATKINS CO. v. HILL et al.

8 Div. 824

Supreme Court of Alabama

January 28, 1926

Rehearing Denied May 6, 1926

Appeal from Circuit Court, Franklin County; C.P. Almon, Judge.

Action by the J.R. Watkins Company against E.E. Hill and J.L Hargett. From a judgment for defendants, plaintiff appeals. Reversed and remanded.

Key &amp Key, of Russellville, for appellant.

W.L Chenault, of Russellville, for appellees.

THOMAS J.

The contract in evidence was a renewal of a sales agency in Colbert county, Ala., an acknowledgment and security for past indebtedness of $898.30, and a provision for future credit to be extended in another state. Phases of the case were presented in Watkins v. Hargett, 95 So. 811, 209 Ala. 165 Watkins v. Pace,

101 So. 758, 212 Ala. 63.

When a contract is made or unqualified proposal accepted by the letter of the promisor, it is complete and takes effect the moment the same is deposited and duly posted in the post office. Hatchett v. Molton, 76 Ala. 410; McCormick v. Joseph, 77 Ala. 236; Garrett v. Trabue, Davis & Co., 3 So. 149, 82 Ala. 227.

As we have indicated, the contract declared upon had a threefold purpose, and the evidence is uncontradicted that it was filled out as to amount and executed by the plaintiff company when it was received in this state for execution by Pace and his guarantors. If no questions of agency or security for a past indebtedness were presented, and merely that of guarantor and guarantee, the actual acceptance by the latter would be required. Kenan v. Lindsay, 28 So. 570, 127 Ala. 270. That is to say, where a contract is signed by the principal and his guarantors and forwarded by mail from the state of Alabama to plaintiff in another state, and there to be accepted and acted upon by the latter, our decisions are to the effect that it is governed by other law than that of Alabama. Furst & Thomas v. Sandlin, 94 So. 740, 208 Ala. 490, and authorities cited.

The general rule, in the absence of stipulation to the contrary, is that the validity of a contract is judged by the law in the state or country in which the same is entered into, and if "good where made is good everywhere," and a contract invalid where made is invalid everywhere. N.Y.L. Ins. Co. v. Scheuer, 73 So. 409, 198 Ala. 47, 52; Scheible v. Bacho, 41 Ala. 423; Swink's Adm'r v. Dechard, 41 Ala. 258; Evans v. Kittrell, 33 Ala. 449; Thomas v. Degraffenreid, 17 Ala. 602, 609; Goodman v. Munks, 8 Port. 84; Story's Conf. Laws, §§ 242-245. And in the enforcement, the party seeking that remedy must bring himself within the prescriptions and requirements of the lex fori. Goodman v. Munks, supra; Galliher v. State M.L. Ins. Co., 43 So. 833, 150 Ala. 543, 124 Am.St.Rep. 83. Exceptions to the general rule of lex loci are where the parties clearly appear to have legally contracted with reference to the law of another jurisdiction, or where the contract is to be performed in another jurisdiction. Southern Exp. Co. v. Gibbs, 46 So. 465, 155 Ala. 303, 18 L.R.A. (N.S.) 874, 130 Am.St.Rep. 24. Stated in other words, the general rule is that the nature, obligation, validity and interpretation of a contract are according to the laws of the state where made, or where performance begins, unless it is apparent that the parties manifest a mutual intention to the contrary, or unless it is to be performed in some other place, in which case the law of the other place and of performance will govern. Southern Ry. Co. v. Harrison, 24 So. 552, 119 Ala. 539, 43 L.R.A. 385, 72 Am.St.Rep. 936; Southern Exp. Co. v. Gibbs, 46 So. 465, 155 Ala. 303, 18 L.R.A. (N.S.) 874, 130 Am.St.Rep. 24; W.U. Telegraph Co. v. Favish, 71 So. 183, 196 Ala. 4; Liverpool & G.W. Steam Co. v. Phenix Co., 9 S.Ct. 469, 129 U.S. 397, 32 L.Ed. 789.

The incidental sales agency created, though confined to Colbert county, Ala., where the canvass and sales were stipulated to be made of the J.R. Watkins Company goods, and acknowledgment of the debt of $898.30 by Pace, a citizen of said county, to the said company under a former contract, was secured by the guaranty of citizens of that county only or when the same were accepted by the company. The obtaining of the extension of payment and the additional credit of $381.10 was accorded in the state of Minnesota.

As to the guaranty for the future indebtedness of $381.10, actual acceptance by the party to whom the offer of additional credit was made is required. In Diamond Glass Co. v. Gould (N.J. Sup.) 61 A. 12, 13, it is said:

"The guaranty was dated on Sunday, and was delivered to the plaintiff on a secular day, and on that day a letter of acceptance of the guaranty was written, and sent to the defendant. We do not think that Gould, for whom the guaranty was made, was the agent of the plaintiff in procuring the guaranty. It was his proposition to furnish a guarantor of his account, and such guarantor was, of course, to be a person acceptable to the plaintiff. In securing the signature of such guarantor Gould was acting for himself, and not on behalf of, or as the agent of, the plaintiff. This case is within the principle determined in Gibbs v. Bruckner, 4 S.Ct. 572, 111 U.S. 597, 28 L.Ed. 534"

Pleas D and E are insufficient answers to the several counts of the complaint for reasons to be stated. When the respective pleadings--the counts and the pleas--are considered with reference to each other, it is the averment of a contract of guaranty, signed by the guarantors, posted by the principal, in Alabama, on Sunday, to be transmitted to the guarantee and accepted or rejected by it in Minnesota. Until this was done the guarantors and Pace were mere applicants for extension of time of payment of the old debt and for future credit to be accorded by the company in the other state, to be extended there, and to become due and payable within its terms for goods delivered f.o.b. that point. Such a contract presupposes the right of receipt, inspection as to regularity of the execution of the contract of guaranty, the investigation as to sufficiency of the guarantors offered; and this presupposes the unqualified right of a due withdrawal by the maker until there was unqualified acceptance by the guarantee. Furst & Thomas v. Sandlin, 94 So. 740, 208 Ala. 490; W.T. Rawleigh Co. v. Walker, 77 So. 70, 16 Ala.App. 232; Walker v. Forbes, 25 Ala. 139, 60 Am.Dec. 498; Scottish-American Mortg. Co. v. Davis, 74 S.W. 17, 96 Tex 504, 97 Am.St.Rep. 932; 9 Cyc. 670; 16 L.R.A. (N.S.) 363. The terms of the acceptance are as follows:

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