Kingman-St. Louis Implement Co. v. McMaster

• Citation: 94 S.W. 819,118 Mo. App. 209
• Parties: KINGMAN-ST. LOUIS IMPLEMENT CO. v. McMASTER et al.
• Decision Date: 24 April 1906
• Court: Missouri Court of Appeals

94 S.W. 819

118 Mo. App. 209

KINGMAN-ST. LOUIS IMPLEMENT CO. v. McMASTER et al.

St. Louis Court of Appeals. Missouri.

April 24, 1906.

PRINCIPAL AND SURETY—DISCHARGE OF SURETY —ALTERATION OF CONTRACT.

Where parties agreed to become sureties and guarantors for an agent of an implement company, and obligated themselves to the company for the payment of any indebtedness on account of goods sold by the agent, the acceptance by the company of notes given the agent as collateral security for amount found due from him monthly, where no extension of time was given the agent for payments, was not an alteration of the contract, such as to release the sureties and guarantors from liability.

Appeal from Circuit Court, Greene County; James T. Neville, Judge.

Action by the Kingman-St. Louis Implement Company against C. J. McMaster and others. From a judgment in favor of defendants, plaintiff appeals. Reversed and remanded.

Plaintiff is a Missouri corporation, engaged in selling farm implements in the city of St. Louis. Defendant C. J. McMaster, prior to and at the dates hereinafter mentioned, was engaged in the implement business in the city of Springfield, Mo., under the name of the "Springfield Implement & Buggy Company." Prior to April, 1901, McMaster had been handling the plaintiff's goods, and became indebted to it. He was desirous of continuing the business of selling plaintiff's implements, but the company refused to furnish him any more goods unless he would give security for the payment of all its merchandise he might sell in the future. The defendants J. B. Alsup and T. A. H. Grantham agreed to become sureties for him, and on the 16th day of April, 1901, a contract was entered into, the material parts of which, for the purposes of this case, are as follows:

"Memorandum agreement, made and entered into this 16th day of April, 1901, by and between the Kingman-St. Louis Implement Co., St. Louis, Missouri, party of the first part, and C. J. McMaster, Springfield, Missouri, party of the second part, and T. A. H. Grantham and J. B. Alsup, as guarantors, witnesseth: (1) Party of the first part agrees to ship to the party of the second part a reasonable amount of goods, consisting of general line of implements, vehicles, binder twine, rope, pumps, etc., as will constitute a suitable stock in accordance with the judgment of the party of the first part for transfer purposes to meet the requirements of the trade of the party of the first part tributary to Springfield. (2) Party of the second part agrees to receive, store, and pay freight on all such goods, and transfer them as directed by party of the first part, or on orders from such agents as they designate. Routing to be left as far as possible with the party of the second part. When specified, the routing named by the party of the first part is to be used by the party of the second part in shipping. Reports of all goods transferred to be made by the party of the second part daily. * * * (5) It is further agreed and understood that out of such stock as shipped by the party of the first part to the party of the second part in accordance with the specifications of a supplemental contract, which is a part hereof, the party of the second part has the right to sell all of such goods as he may have a demand for; the prices and terms of such settlement on such goods to be governed by the prices and terms agreed upon in the supplemental contract. (6) It is further agreed and expressly understood that the party of the second part will furnish a suitable storage room adapted for the retailing as well as transferring of goods, and advantageously located for the retail as well as transfer business. (7) It is further agreed that the party of the second part will store all goods shipped to him by the party of the first part free of charge, to reimburse the party of the first part for the cost of $2,000 worth of insurance. This agreement as to insurance to apply to the extent of taxes. * * * (12) It is expressly agreed and understood by the party of the second part and his guarantors that the guarantee contract of even date herewith especially applies to all business transacted by the supplemental contracts of any kind. [Signed] Kingman-St. Louis Implement Co., by L. N. Burns, V. P. C. J. McMaster. J. B. Alsup. T. A. H. Grantham. Witness: V. M. Battson."

                           "Guarantee Contract
                      "Springfield, Mo., April 16, 1901
                

"In consideration that the Kingman-St. Louis Implement Company, hereinafter referred to as `the company' does or may appoint C. J. McMaster, of Springfield, Mo., the company's agent, at Springfield, Mo., to sell the company's goods, or to sell goods shipped or sent to him at Springfield or elsewhere, and to transact such business at that place and in that vicinity as the company may require or request of him, and in consideration that the company do or may sell, send, or deliver to him goods from time to time as the company shall elect and desire: Now, therefore, we, the undersigned, do hereby become surety and guarantor for the said C. J. McMaster, and do moreover agree and obligate ourselves and become liable to the company for the payment of any and all indebtedness for or on account of goods or property sold or disposed of by C. J. McMaster, and that we will be and become in the first instance, and we do hereby become, so liable, and agree to pay the company any indebtedness which may be or become due to them in the premises, or upon any transaction growing out of or pertaining to the business relations between the parties aforesaid, pursuant to the contract between said parties, and that we will save and keep harmless the company because of any such indebtedness, whether upon note, bill, or open account in the premises, and we do hereby expressly waive notice of the acceptance hereof by the company and likewise any...