Keco Industries, Inc. v. ACF Industries, Incorporated
| Decision Date | 22 April 1963 |
| Docket Number | No. 8695.,8695. |
| Parties | KECO INDUSTRIES, INC., Appellant, v. ACF INDUSTRIES, INCORPORATED, Appellee. |
| Court | U.S. Court of Appeals — Fourth Circuit |
Paul Watson Steer, Cincinnati, Ohio (Steer, Strauss & Adair, Cincinnati, Ohio, Donald N. Rothman, and Gordon, Feinblatt & Rothman, Baltimore, Md., on the brief) for appellant.
Benjamin C. Howard, Baltimore, Md. (William B. Rafferty, Norman E. Burke, and Miles & Stockbridge, Baltimore, Md., on the brief) for appellee.
Before HAYNSWORTH, BOREMAN and BELL, Circuit Judges.
This is an appeal from a judgment of the District Court of the United States for the District of Maryland. Keco Industries, Inc., hereinafter referred to as Keco, instituted the action, seeking damages for an allegedly wrongful termination of the contract which is the subject of this controversy. ACF Industries, Incorporated, defendant below, hereinafter referred to as ACF, served a counterclaim against Keco for damages for breach of the subject contract. After a trial wherein the District Court sat as the trier of facts in lieu of a jury, a judgment for ACF on Keco's claim and a judgment in favor of ACF against Keco on the counterclaim were rendered. A subsequent motion by Keco for a new trial or for amendment of the judgments was denied and Keco has appealed.
The trial court stated findings of fact and conclusions of law in an oral opinion, a transcript of which is a part of the record herein, and again in a written memorandum opinion filed herein. We find no reversible error in either the findings of fact or stated conclusions of law.
ACF, of Maryland, was the prime contractor for the production of certain trailer units for the United States Navy and sought and obtained the services of Keco, of Ohio, as a subcontractor, for the manufacture of eight air conditioning units, some intended for installation within and others underneath the trailers. The air conditioning units, the detailed specifications for which were set out in the written contract between the parties hereto, were to be manufactured at Keco's plant in Ohio and delivered to ACF's plant in Maryland. The contract also provided that performance was subject to both government and ACF inspection and acceptance of the units after their delivery at ACF's Maryland plant.
Keco contends that the District Court erred in applying the law of Maryland, rather than the law of Ohio, in determining the matters involved in this contractual controversy. Although we have neither found nor have we been shown wherein the applicable laws of the two states differ in any material respect, we are of the opinion that the conclusion of the court in this particular was correct. Both parties agree that the place of contracting is the place where the last act necessary to complete the contract and give it validity was performed — in this case the place where the final acceptance was mailed. Restatement, Conflict of Laws, § 326 (1934); 11 Am. Jur., Conflict of Laws, § 115 (1937); 2 Beale, Conflict of Laws, § 314.1 (1935). In response to ACF's "Request for Quotation," containing detailed specifications of the desired units, Keco, in February 1959, submitted by mail a quotation. Thereafter a "Purchase Order," dated March 13, 1959, was mailed to Keco by ACF from Maryland. Keco contends that its subsequent acknowledgment of the Purchase Order, mailed in Ohio, constituted a final acceptance. However, as found by the trial court, it is quite clear that the final acceptance was ACF's purchase order and, therefore, the contract was complete upon its posting in Maryland. The purchase order, based entirely upon Keco's quotation, did not alter in any material respect the terms of the quotation. The acknowledgment of the order by Keco was legally superfluous as the contract was already in existence. Therefore, the place of contracting was Maryland. The law of the place of contracting governs matters bearing upon the execution, interpretation and validity of the contract but matters arising in connection with performance of the contract are governed by the place of performance, the place where the contract by its terms is to be performed. Scudder v. Union Nat. Bank, 91 U.S. 406, 23 L.Ed. 245 (1875). See, also, Annot. 50 A.L.R.2d 254 (1956). Although the issue was not raised in this case it should be noted that, as Maryland was by the terms of the contract the place where the final acts of performance would occur, namely, the ultimate delivery and acceptance of the merchandise, Maryland was the place of...
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