Stevens-Davis Co. v. Peerless Serv. Laundry

• Decision Date: 07 February 1934
• Docket Number: No. 443.,443.
• Citation: 170 A. 619
• Parties: STEVENS-DAVIS CO. v. PEERLESS SERVICE LAUNDRY.
• Court: New Jersey Supreme Court

170 A. 619

STEVENS-DAVIS CO.

v. PEERLESS SERVICE LAUNDRY.

No. 443.

Supreme Court of New Jersey.

Feb. 7, 1934.

Appeal from First District Court, Monmouth County.

Action by the Stevens-Davis Company against the Peerless Service Laundry. Judgment for plaintiff, and defendant appeals.

Affirmed.

Argued October term, 1933, before PARKER, LLOYD, and PERSKIE, JJ.

Benjamin B. Smith, of Asbury Park, for appellant.

Harry R. Cooper, of Belmar, for appellee.

PERSKIE, Justice.

This appeal brings up for review a judgment rendered in favor of the plaintiff appellee and against the defendant-appellant.

The facts contained in the agreed state of case disclose that an action was brought against the appellant by the appellee, to recover the sum of $226.20 upon a subscription agreement. Under this agreement, the appellant subscribed for certain advertising material to be furnished by the appellee. The agreement provided that the appellant was to pay the sum of $1.35 per lot for each of 52 weekly lots to be billed and payable in twelve equal consecutive monthly installments, beginning ten days from the date of shipment. The agreement contained, in addition, the following clause: "If not paid as due, the entire balance shall become due and payable." This agreement was signed by Isaac S. Pack, who the testimony disclosed was the president of the Peerless Service Laundry, Inc., a New Jersey corporation.

At the trial the court below permitted the appellee to amend the summons and complaint so as to read "Peerless Service Laundry, Inc.," a body corporate, in place of "Peerless Service Laundry," as appeared in the original summons and complaint. Appellant objected to this. At the close of the testimony, the trial judge entered a judgment in favor of the appellee and against the appellant, Peerless Service Laundry, Inc.

Appellant has filed a notice of appeal setting forth nine points with which it is dissatisfied with the determination and direction of the trial judge. In the brief filed with this court, only three of these points are treated. We therefore consider the other points as abandoned. Sargeant Bros.' Braneati, 107 N. J. Law, 84, 151 A. 843.

Appellant's first objection is that appellee is a foreign corporation, and therefore not authorized to transact business in this state. This objection is answered by the decision of the Court of Errors and Appeals in the case of Wood & Selick, Inc., v. American Grocery Company, 96 N. J. Law, 218, at page 220, 114 A. 756, 757, in which Mr. Justice Mlnturn held:

"In harmony with this basic doctrine are the adjudications in this state that when an order is signed by the vendee in this states and then transmitted to the foreign corporation in another state for acceptance or rejection, and is there accepted, the contract by such act is consummated in the foreign state. Slay tor-Jennings Co. v. Paper Box Co., 69 N. J. Law, 214, 54 A. 247; Faxon v. Lovett Co., 60 N. J. Law, 128, 36 A. 692; Bell Telephone Co. v. Galen Hall, 77 N. J. Law, 253, 72 A. 47; Low v. Davy, 83 N. J. Law, 540, 83. A. 869; Falaenau v. Reliance Steel Foundry Co., 74 N. J. Eq. 325, 69 A. 1098."

We are of the opinion that it was open to the district court judge to find that the contract between the parties was finally consummated at Chicago, 111., where the contract was forwarded in order to receive the approval of the home office of the appellee. Inasmuch as the agreement signed by the appellant in this state was nothing more than an offer, until it received the approval required at Chicago, it cannot he said that the contract was consummated in this state. The signing of the subscription alone cannot therefore be considered as violative of our Corporation Act (2 Comp. St 1910, p. 1657, § 97 et seq.) prohibiting unauthorized foreign corporations from doing business in our state.

We are likewise of the opinion that no error was committed by the trial judge in permitting the summons and complaint to be amended from "Peerless Service Laundry" to "Peerless Service Laundry, Inc." If the appellee had originally instituted its suit against Isaac S. Pack, trading as "Peerless Service Laundry," then it might be argued that the amendment would have been improper...