New Haven Pulp & Board Co. v. Downingtown Mfg. Co.

• Decision Date: 08 June 1904
• Docket Number: 539.
• Citation: 130 F. 605
• Court: U.S. District Court — District of Connecticut
• Parties: NEW HAVEN PULP & BOARD CO. v. DOWNINGTOWN MFG. CO.

130 F. 605

NEW HAVEN PULP & BOARD CO. v. DOWNINGTOWN MFG. CO.

No. 539.

United States Circuit Court, D. Connecticut.

June 8, 1904

A plea in abatement and to the jurisdiction having been filed, the issue came on to be heard upon the following stipulated facts:

(1) The plaintiff is a Connecticut corporation located in New Haven and engaged in the business of manufacturing cardboard and card middles.

(2) The defendant corporation was organized under the laws of Pennsylvania in January, 1903, for the purpose of taking over the plant and business formerly carried on by a so-called limited partnership by the name of the Downingtown Manufacturing Company, Limited. The defendant did take over said plant and business, and has assumed the liabilities of its predecessor, and the stockholders and officers of the defendant corporation are the same as those of its predecessor. Said corporation is, and its predecessor was located in the town of East Downingtown, Pa., and engaged in the manufacture of paper machines, and equipment of paper pulp, and cardboard mills.

(3) The defendant has never been a corporation organized under the laws of the state of Connecticut, has never had an office actually located in the state, and has never appointed, in writing or otherwise, any person as its agent or attorney within the state, upon whom process might be served.

(4) The defendant's predecessor has purchased machinery from the New Haven Manufacturing Company, a Connecticut corporation located in New Haven, to the value of $9,151.94, at different periods from 1895 to January, 1903, and the officers and agents of the defendant's predecessor have visited New Haven for the purpose of selecting and ordering said machinery, and have made contracts for the same.

(5) The defendant's predecessor and the defendant have sold machinery to the value of $43,211.21 in said state of Connecticut to the following concerns: McArthur Bros Danbury; C. H. Dexter & Sons, Windsor Locks; F. H Whittelsey, Windsor Locks; Emerson Manufacturing Company, for the Anchor Mills, Windsor Locks; the New Haven Pulp & Board Company, New Haven; Tait & Son, Bridgeport; Walker Manufacturing Company, Burnside; Ingalls & Co., South Manchester. All of the above sales were made prior to January 1, 1903, except the following sales in 1903 made by the defendant corporation to the plaintiff: May 2d, knife bar, $35; May 6th, drier head, $20.63; May 11th, sleeve and friction pulley, $12; May 15th, two drier frames, $22; June 4th, one box and cap, $10-- which were ordered by letter, and shipped to the plaintiff.

(6) During the year 1901 the defendant's predecessor contracted with the plaintiff to equip and furnish its mills in New Haven with a certain paper machine, and with three Miller Duplex Beating Engines; said machinery constituting a substantial part of the plant of the New Haven Pulp & Board Company, which was then beginning business. During said year of 1901 the agents and officers of the defendant's predecessor were in New Haven for the purpose of negotiating in regard to the contracts for said machinery, which contracts were actually made, and for the purpose of supervising the installation of said machines in the plaintiff's mills.

(7) A difference having arisen between the plaintiff and defendant's predecessor as to the performance by it of its contract for said machines, Guyon Miller, secretary of the defendant's predecessor, came to New Haven in January, 1902, to adjust said differences.

(8) On that occasion a check for $1,500 and a note for $3,000, payable in New Haven, were given in settlement of said differences. The defendant's predecessor indorsed said note to the New Haven Manufacturing Company in payment of machinery ordered by it. The note was presented for payment by the New Haven Manufacturing Company, and payment refused by the plaintiff on the ground that the note was given upon certain conditions, which had not been fulfilled.

(9) The New Haven Manufacturing Company thereupon brought suit upon the note in its own name, though the expense of defending said action was borne by the defendant's predecessor. Said action was decided in favor of the New Haven Manufacturing Company, the nominal plaintiff, and on appeal to the Supreme Court of Errors for the state of Connecticut the judgment was affirmed. Both Mr. Miller, the secretary and treasurer of the defendant's predecessor, and Mr. Tutton, chairman of the defendant's predecessor, were present in New Haven at the trial of said cause, and said Miller was a witness therein.

(10) On August 7, 1903, the said A. P. Tutton, at that time president of the defendant company, stopped in New Haven, and visited the office of the New Haven Manufacturing Company, where he met Leslie Moulthrop, secretary and treasurer of said New Haven Manufacturing Company; the New Haven Savings Bank where he met Robert A. Brown, president of said New Haven Manufacturing Company, and talked with him in a general way concerning machinery to be ordered from said company, and about the litigation aforesaid; the office of Bristol, Stoddard, Beach & Fisher, attorneys for the said New Haven Manufacturing Company in the litigation aforesaid, and conferred with them concerning their bill in said litigation, and the disposition of the proceeds of the judgment, which at that time was paid by the plaintiff. Said Tutton arrived in New Haven at or about 6 o'clock in the evening of August 6...