Klaxon Co v. Stentor Electric Mfg Co, No. 741

• Court: United States Supreme Court
• Writing for the Court: REED
• Citation: 313 U.S. 487,85 L.Ed. 1477,61 S.Ct. 1020
• Parties: KLAXON CO. v. STENTOR ELECTRIC MFG. CO., Inc
• Docket Number: No. 741
• Decision Date: 02 June 1941

313 U.S. 487 61 S.Ct. 1020 85 L.Ed. 1477 KLAXON CO.

v.

STENTOR ELECTRIC MFG. CO., Inc.

No. 741. Argued May 1, 2, 1941. Decided June 2, 1941.

Page 488

Messrs. John Thomas Smith, of New York City, and James D. Carpenter, Jr., of Jersey City, N.J., for petitioner.

[Argument of Counsel from pages 488-489 intentionally omitted]

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Mr. Murray C. Bernays, of New York City, for respondent.

[Argument of Counsel from Pages 490-493 intentionally omitted]

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Mr. Justice REED delivered the opinion of the Court.

The principal question in this case is whether in diversity cases the federal courts must follow conflict of laws rules prevailing in the states in which they sit. We left this open in Ruhlin v. New York Life Insurance Company, 304 U.S. 202, 208, note 2, 58 S.Ct. 860, 862, 82 L.Ed. 1290. The frequent recurrence of the problem, as well as the conflict of approach to the problem between the Third Circuit's opinion here and that of the First Circuit in Sampson v. Channell, 110 F.2d 754, 759—762, 128 A.L.R. 394, led us to grant certiorari.

In 1918 respondent, a New York corporation, transferred its entire business to petitioner, a Delaware corporation. Petitioner contracted to use its best efforts to further the manufacture and sale of certain patented devices covered by the agreement, and respondent was to have a share of petitioner's profits. The agreement was executed in New York, the assets were transferred there, and petitioner began performance there although later it moved its operations to other states. Respondent was voluntarily dissolved under New York law in 1919. Ten years later it instituted this action in the United States District Court for the District of Delaware, alleging that petitioner had failed to perform its agreement to use its best efforts. Jurisdiction rested on diversity of citizenship. In 1939 respondent recovered a jury verdict of $100,000, upon which judgment was entered. Respondent then moved to correct the judgment by adding in-

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terest at the rate of six percent from June 1, 1929, the date the action had been brought. The basis of the motion was the provision in section 480 of the New York Civil Practice Act directing that in contract actions interest be added to the principal sum 'whether theretofore liquidated or unliquidated.'¹ The District Court granted the motion, taking the view that the rights of the parties were governed by New York law and that under New York law the addition of such interest was mandatory. 30 F.Supp. 425, 431. The Circuit Court of Appeals affirmed, 3 Cir., 115 F.2d 268, 275, and we granted certiorari, limited to the question whether section 480 of the New York Civil Practice Act is applicable to an action in the federal court in Delaware. 312 U.S. 674, 61 S.Ct. 734, 85 L.Ed. —-.

The Circuit Court of Appeals was of the view that under New York law the right to interest before verdict under section 480 went to the substance of the obligation, and that proper construction of the contract in suit fixed New York as the place of performance. It then concluded that section 480 was applicable to the case because 'it is clear by what we think is undoubtedly the better view of the law that the rules for ascertaining the measure of damages are not a matter of procedure at all, but are

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matters of substance which should be settled by reference to the law of the appropriate state according to the type of case being tried in the forum. The measure of damages for breach of a contract is determined by the law of the place of performance; Restatement, Conflict of Laws § 413.' The court referred also to section 418 of the Restatement, which makes interest part of the damages to be determined by the law of the place of performance. Application of the New York statute...