Marshall Egg Transport Co. v. Bender-Goodman Co.

• Citation: 275 Minn. 534,148 N.W.2d 161
• Decision Date: 27 January 1967
• Docket Number: BENDER-GOODMAN,No. 40217,40217
• Parties: MARSHALL EGG TRANSPORT COMPANY, Appellant, v.CO., Inc., Respondent.
• Court: Supreme Court of Minnesota (US)

Page 161

148 N.W.2d 161

275 Minn. 534

MARSHALL EGG TRANSPORT COMPANY, Appellant, v. BENDER-GOODMAN CO., Inc., Respondent.

No. 40217.

Supreme Court of Minnesota.

Jan. 27, 1967.

Syllabus by the Court

Where it appears from the record that a telephone conversation between the president of defendant, a New York corporation, and the president of plaintiff, a Minnesota corporation, together with the mailing of a $3,600 check by defendant to plaintiff were the only contacts by defendant with the State of Minnesota or anyone within the state; and where the trial court determined that it was undisputed that defendant did not maintain an office or place of business or have any agents or employees operating within Minnesota, Held, the trial court did not obtain jurisdiction over defendant by service under Minn.St. 303.13, subd. 1(3), and correctly granted defendant's motion to dismiss and to quash the summons.

Meehl, Wiltrout & Blaufuss, Marshall, for appellant.

Glenn Catlin, Marshall, for respondent.

OPINION

FRANK T. GALLAGHER, Justice.

This is an appeal from an order of the district court dismissing plaintiff's complaint on the ground that the court had no jurisdiction over the corporate defendant. The record consists of affidavits, exhibits, motions, a court order, and memorandum, as no oral testimony was submitted.

Plaintiff, Marshall Egg Transport Company, a Minnesota corporation of Marshall, Minnesota, is in the business of transporting perishable and nonperishable produce throughout the United States. Defendant, Bender-Goodman Company, Inc., a New York corporation, does business as a broker of perishable and nonperishable produce in the United States but has no office or agency in the State of Minnesota. The parties hereto have transacted business with each other for several years.

The Sheehan Produce Company of Iowa contracted with plaintiff's agent, Donald Haas, at Sioux City, Iowa, to transport a load of eggs from Akron, Iowa, to the United States Naval Supply Center at Bayonne, New Jersey, via refrigerated truck. Upon arrival of the eggs at their destination in May 1965 it appears that they were rejected because the temperature of the shipment did not conform with the alleged contract requirements between Sheehan and the Naval Supply Center. In an affidavit made by Mr. Haas, he states that as soon as it became known that the shipment was rejected, he notified Sheehan and was informed that the rejection was not Sheehan's responsibility and that plaintiff was then the owner of the eggs; that he told Sheehan that the shipment would be taken to defendant in New York for inspection to determine whether there was any damage or loss because of the rejection; and that he was again told it was plaintiff's responsibility and that adjustment and compensation would have to be made by plaintiff. James Sheehan, a partner in Sheehan Produce Company, in an opposing affidavit denied that he had ever advised the plaintiff or anyone connected with it that the eggs belonged to plaintiff or that it had any right to dispose of them in plaintiff's name. In any event, it appears that plaintiff's agent, Haas, contacted defendant corporation in New York and arranged to have the eggs sent there for inspection to determine whether they were merchantable. Haas claims that he told defendant that all further negotiations concerning the shipment should be made with plaintiff in Marshall, Minnesota.

R. G. Ogle, plaintiff's president, states in his affidavit that the eggs were delivered to defendant on May 18, 1965, and that Shepard Shaff, defendant's president, personally telephoned him at Marshall and stated that the eggs were grade 'A' and in fine condition and that defendant would be glad to accept them; that if affiant agreed, defendant would provide storage for sale at a later date when the market would be more favorable; and that the customary advance, which in this case amounted to $3,600, would be forwarded against the load. Ogle agreed to these terms and the check was sent to plaintiff.

Shaff, in an affidavit in support of defendant's motion to dismiss, claims that after storing the eggs for future sale he was again contacted by plaintiff's agent in Iowa, who informed him that the Sheehan Produce Company wanted an advance on the shipment. It further appears that on June 2, 1965, Shaff received a telephone call from Sheehan informing him that the eggs were Sheehan's property. The next day Shaff telephoned Ogle at Marshall that he would have to stop payment on the $3,600 check above referred to. This was done and the eggs were transferred to the Sheehan Produce Company's account.

Plaintiff brought suit, alleging in its complaint that on May 28, 1965, defendant became indebted to it in the sum of $3,600; that defendant is a corporation in the State of New York doing business in this state; and that the 'contract of indebtedness' was incurred within Minnesota. Thereafter defend...