Rock Island Plow Co. v. Peterson

• Decision Date: 02 December 1904
• Citation: 101 N.W. 616,93 Minn. 356
• Parties: ROCK ISLAND PLOW CO. v. PETERSON.
• Court: Minnesota Supreme Court

93 Minn. 356

101 N.W. 616

ROCK ISLAND PLOW CO.

v.PETERSON.

Supreme Court of Minnesota.

Dec. 2, 1904.

Appeal from District Court, Goodhue County; W. C. Williston, Judge.

Action by the Rock Island Plow Company against E. O. Peterson, doing business as the E. O. Peterson Hardware Company. Judgment for defendant, and plaintiff appeals. Reversed.

Syllabus by the Court

1. Plaintiff, a corporation of the state of Illinois, engaged in the business of manufacturing and dealing in farm machinery in that and other states, maintained an agency in this state for the purpose of receiving, storing, and delivering goods to purchasers in this state, to whom sales were made by orders taken by traveling salesmen, subject to the approval of plaintiff at its home office, in the state of Illinois. The agent in this state had no authority to make sales of property stored with it, or to take or receive orders therefor. Its authority was limited exclusively to delivering goods previously sold by plaintiff through its traveling salesmen. It is held that plaintiff was not doing business within this state, in violation of chapter 69, p. 68, or chapter 70, p. 71, Gen. Laws 1899; that its business, transacted in the manner stated in the opinion, constituted interstate commerce. John F. Merrill (Albert Johnson, of counsel), for appellant.

S. J. Nelson, for respondent.

BROWN, J.

Action to recover upon a promissory note, in which defendant had judgment, and plaintiff appealed therefrom.

The facts, as disclosed by the findings of the trial court, are as follows: Plaintiff is a corporation organized and existing under the laws of the state of Illinois, having its office and principal place of business at the city of Rock Island, in that state, and engaged in the business of manufacturing and selling agricultural implements. Defendant is a retail dealer in such articles, doing business at Red Wing, in the state of Minnesota. At the city of Red Wing on the 2d of January, 1901, defendant delivered to a traveling salesman of plaintiff the following order:

‘Please ship to us the following order for goods from F. O. B., Minneapolis, Minn., on or about March 15, 1901, or as soon as possible thereafter (or you may ship earlier at your option, provided time of payment is not changed thereby) marked E. O. Peterson Hdw. Co., Red Wing, Minn. E. O. Peterson Hdw. Co.

‘Accepted subject to approval of Rock Island Plow Co. P. Cain, Travelling Agent.’

The order was by him forwarded to plaintiff at its place of business at Rock Island, and by it accepted, and notice of such acceptance was soon thereafter mailed to defendant. The goods ordered by defendant were subsequently shipped to him, but under the following circumstances: It appears that, long prior to the date of this transaction, plaintiff entered into a written contract with the Security Warehouse Company of Minneapolis, Minn., which contract was in force at the time of the transaction here in question, under which the warehouse company undertook and agreed-to quote the language of the contract-‘to receive, store in good dry warehouses, and keep in good order, any goods and repairs manufactured and shipped to it by said plaintiff; said goods to be packed and bundled by said plaintiff in the customary way for reshipment; all car-load lots to be delivered on side tracks of said warehouse company.’ And the warehouse company further agreed to transfer and reship goods promptly upon receipt of written orders from plaintiff, or its authorized representatives or agents, for the compensation therein specified. The findings of the trial court do not justify the inference or conclusion that plaintiff shipped to and stored large quantities of its goods with the warehouse company, without reference to contracts previously entered into for their sale. If such facts appeared, a different question would be presented. On the contrary, the inference from the findings is that no goods were shipped to that company until orders were received from customers in this state, and they were then, before shipment, ‘packed and bundled by said plaintiff in the customary way for reshipment,’ as required by the terms of the contract above quoted. Some time after the receipt of the order from defendant, and its acceptance by plaintiff, the latter shipped to the warehouse company at Minneapolis the articles called for by the contract, and directed their reshipment to defendant at Red Wing. The warehouse company complied with the directions. The goods were reshipped from Minneapolis to Red Wing, and received by defendant, presumably ‘packed and bundled’ as originally received by the warehouse company. It fairly appears that this was the general manner in which plaintiff did business with its customers in this state. We are bound, in the absence of...