Rock Island Plow Co. v. Peterson

• Decision Date: 02 December 1904
• Docket Number: Nos. 13,989 - (54).,s. 13,989 - (54).
• Citation: 93 Minn. 356
• Parties: ROCK ISLAND PLOW COMPANY v. E. O. PETERSON.<SMALL><SUP>1</SUP></SMALL>
• Court: Minnesota Supreme Court

93 Minn. 356

ROCK ISLAND PLOW COMPANY v. E. O. PETERSON.¹

Nos. 13,989 - (54).

Supreme Court of Minnesota.

December 2, 1904.

Appeal by plaintiff from a judgment of the district court for Goodhue county, entered pursuant to the findings and order of Williston, J. Reversed and judgment ordered for plaintiff.

John F. Merrill and Albert Johnson, 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 January 2, 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 thereby changed) marked E. O. Peterson Hdw. Co., Red Wing, Minn. * * *

                                                     E. O. Peterson Hdw. Co
                

Accepted subject to approval of Rock Island Plow Company.

                                                                      P. Cain
                                                               Traveling 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, Minnesota, 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 second party [plaintiff]; said goods to be packed and bundled by said second party in the customary way for reshipment; all carload lots to be delivered on side tracks of the first party's warehouse.

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 second party 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 specific findings to the contrary, to so assume, for no presumptions are to be indulged in against plaintiff. The burden was upon defendant to show affirmatively a violation of the statute.

An accounting and settlement was had between the parties subsequent to the shipment of the goods, and defendant made and delivered to plaintiff the promissory note sued on in this action. The defense to the action is that plaintiff is a foreign corporation, and at no time has complied with the provisions of chapter 69, p. 68, or chapter 70, p. 71, Laws 1899, known as the "Somerville Law," prescribing certain conditions on...