Standard Fashion Co v. Co, MAGRANE-HOUSTON

• Court: United States Supreme Court
• Writing for the Court: DAY
• Citation: 258 U.S. 346,42 S.Ct. 360,66 L.Ed. 653
• Parties: STANDARD FASHION CO. v. CO
• Docket Number: MAGRANE-HOUSTON,No. 20
• Decision Date: 25 January 1921

258 U.S. 346 42 S.Ct. 360 66 L.Ed. 653 STANDARD FASHION CO.

v.

MAGRANE-HOUSTON CO.

No. 20. Argued Jan. 25, 1921. Reargued Jan. 16, 1922. Decided April 10, 1922.

Page 347

Messrs. Herbert Noble, of New York City, Robert G. Dodge, of Boston, Mass., and Charles E. Hughes and James B. Sheehan, both of New York City, for petitioner.

[Argument of Counsel from pages 347-351 intentionally omitted]

Page 351

Mr. Solicitor General James M. Beck, of Washington, D. C. (Messrs. La Rue Brown, and Elias Field, both of Boston, Mass., of counsel and on the brief), for respondent.

Mr. Justice DAY delivered the opinion of the Court.

Petitioner brought suit in the United States District Court for the District of Massachusetts to restrain the respondent from violating a certain contract concerning the sale of patterns for garments worn by women and children, called standard patterns. The bill was dismissed by the District Court and its decree was affirmed by the Circuit Court of Appeals. 259 Fed. 793, 170 C. C. A. 593.

Petitioner is a New York corporation engaged in the manufacture and distribution of patterns. Respondent conducted a retail dry goods business at the corner of Washington street and Temple place in the city of Boston. On November 14, 1914, the parties entered into a contract by which the petitioner granted to the respondent an agency for the sale of standard patterns at respondent's store, for a term of two years from the date of the contract, and from term to term thereafter until the agreement should be terminated as thereinafter provided. Petitioner agreed to sell to respondent standard patterns

Page 352

at a discount of 50 per cent. from retail prices, with advertising matter and publications upon terms stated, and to allow respondent to return discarded patterns semiannually between January 15th and February 15th, and July 15th and August 15th, in exchange at nine-tenths cost for other patterns to be shipped from time to time thereafter. The contract provided that patterns returned for exchange must have been purchased from the petitioner, and must be delivered in good order to the general office of the seller in New York. Respondent agreed to purchase a substantial number of standard fashion sheets, to purchase and keep on hand at all times, except during the period of exchange, $1,000 value in standard patterns at net invoice price, and to pay petitioner for the pattern stock to be selected by it on terms of payment which are stated. Respondent agreed not to assign or transfer the agency, or to remove it from its original location, without the written consent of the petitioner, and not to sell or permit to be sold on its premises during the term of the contract any other make of patterns, and not to sell standard patterns except at labeled prices. Respondent agreed to permit petitioner to take account of pattern stock whenever it desired, to pay proper attention to the sale of standard patterns, to conserve the best interests of the agency at all times, and to reorder promptly as patterns were sold. Either party desiring to terminate the agreement was required to give the other party 3 months' notice in writing within 30 days after the expiration of any contract period, the agency to continue during such 3 months. Upon expiration of such notice respondent agreed to promptly return to petitioner all standard patterns, and petitioner agreed to credit respondent for the same on receipt in good order at three-fourths cost. Neglect to return the pattern stock within 2 weeks after the expiration of the 3 months' notice to relieve the petitioner from all obligation to

Page 353

redeem the same. It was further stipulated that in the event the business property of the respondent, or a substantial part thereof, should be disposed of by respondent for business other than that of dry goods or as a general department store, the respondent should have the privilege of terminating the contract by giving the petitioner due notice of such change. Two weeks after the change in the premises had been made the respondent might deliver its stock of standard patterns to the petitioner for repurchase under the repurchase clause of the contract.

We agree with the courts below that the notices not having been gives as required by the contract, the same continued in force until three months from November 25, 1918, to wit, to February 25, 1919. It is contended in the brief for the government, filed by it as amicus curiae, that, as the date last mentioned had elapsed pending the suit, the case has become moot; but we are unable to agree with such contention. The bill prayed an assessment of damages as far as chpable of ascertainment. The record shows that such damages were capable at least of partial ascertainment.

The suggestion that the respondent had wound up its affairs, and had gone out of business on March 27, 1920, is met by General Laws of...