Taunton v. Allenberg Cotton Company, Inc.
| Decision Date | 13 December 1973 |
| Docket Number | Civ. A. No. 1711. |
| Citation | 378 F. Supp. 34 |
| Parties | T. H. TAUNTON et al., Plaintiffs, v. ALLENBERG COTTON COMPANY, INC., Defendant. GARDEN VALLEY PACKING CO., INC., d/b/a Garden Valley Gin Co., Defendant and Third Party Plaintiff, v. ALLENBERG COTTON COMPANY, INC., Third Party Defendant. |
| Court | U.S. District Court — Middle District of Georgia |
Denmark Groover, Jr., Byrd, Groover & Buford, Macon, Ga., for plaintiffs.
Charles J. Willis, Lovejoy, Mayer, Allen & Quillian, LaGrange, Ga., and Albert W. Stubbs, Hatcher, Stubbs, Land, Hollis & Rothschild, Columbus, Ga., for defendant, Allenberg Cotton Co., Inc.
Dan S. Beeland, Columbus, Ga., for defendant, Garden Valley Packing Co., Inc., d/b/a Garden Valley Gin Co.
The thirteen Plaintiffs above identified are cotton farmers who early this year entered into contracts to sell their fall crops at a specified price per pound and are now in the understandably unhappy situation of having seen the market price of the commodity advance substantially during the growing season. In this action they challenge the validity of their agreements. That which appeared attractive in sunny spring has lost its allure in bleak December.
The case came on for trial on the merits before the Court without a jury. All parties were present and represented by counsel.
The Plaintiffs filed a complaint against Garden Valley Packing Co., Inc. (hereinafter "Garden Valley"), a gin and warehouse operator, and Allenberg Cotton Company, Inc. (hereinafter "Allenberg"), a cotton broker, in the Superior Court of Taylor County, Georgia, alleging certain written contracts between themselves and Garden Valley and between Garden Valley and Allenberg. They prayed for a declaratory judgment as to the rights and obligations of the parties under these contracts and that the contracts be declared invalid and unenforceable. The case was removed to this Court on the petition of Allenberg based on diversity of citizenship and an amount in controversy in excess of $10,000.00. Allenberg filed defenses to the complaint and also filed a counterclaim seeking in several counts damages for breach of contract, injunction, specific performance, a declaratory judgment and recovery of the cotton in question. It also filed a cross-claim against the co-defendant, Garden Valley, seeking the same relief. The Plaintiffs answered the counterclaim asserted against them. The defendant Garden Valley answered the complaint and the cross-claim against it and filed a third party complaint against Allenberg. Allenberg filed an answer to the third party complaint.
During the course of the trial certain stipulations and concessions were made by the parties. All of the parties stipulated that the only questions before the Court were:
The parties further stipulated that:
In view of the foregoing stipulations the Court is not presently concerned with the issue of damages, nor are we concerned with any of the remedies claimed in the pleadings other than declaratory judgment. In this connection it should be observed that in view of the rulings herein made the third party complaint of Garden Valley against Allenberg, claiming protection in the event of invalidity of the contracts, becomes moot.
The following facts are established by the pleadings, that is, the allegations of the complaint and the admissions of the Defendants with respect thereto:
1. Garden Valley is a Georgia corporation with its principal office in Taylor County, Georgia. (For the purposes of diversity jurisdiction, Garden Valley, a citizen of the State of Georgia, is considered a Plaintiff for the reason that its real interest is not adverse to, but is the same as the interest of the Plaintiffs and it is, therefore, realigned as a Plaintiff.)
2. Allenberg is a foreign corporation and a citizen of a state other than Georgia.
3. The Plaintiffs are owners and/or operators of farming operations in Taylor, Peach and Macon Counties, Georgia, where they grow cotton, and are citizens and residents of Georgia.
4. On March 5, 1973 Allenberg and Garden Valley entered into an agreement for the purchase and sale of cotton, a copy of which is attached to the complaint as Exhibit "A". On March 5 and 6, 1973 each Plaintiff entered into an agreement with Garden Valley with respect to the cotton produced on his farm, which agreements were incorporated into the agreement between Allenberg and Garden Valley. (These contracts are attached to the defensive pleadings filed by Allenberg and were stipulated into evidence as indicated above.)
5. On August 21, 1973 Garden Valley notified Allenberg in writing that it would not comply with its contract with Allenberg.
6. At the time the complaint was filed on September 5, 1973 the cotton of the Plaintiffs was growing and almost ready for harvest, with harvest expected to be begun about October 1, 1973 and completed in approximately six weeks.
7. By letter dated August 30, 1973 Allenberg notified Garden Valley that it intended for the agreement between them to be honored and that it would look to Garden Valley for damages which might result from a breach of said agreement.
8. As a result of the aforesaid letter from Allenberg to it, Garden Valley notified the Plaintiffs that, in the absence of a legal declaration that their agreements were invalid, Garden Valley would insist on carrying out the terms of its agreements with the Plaintiffs.
9. On the date of the filing of the complaint, September 5, 1973, the price of lint cotton for October delivery of the grades contemplated by the agreements was approximately 70 cents per pound, F. O. B. truck at the gin.
The following facts were established by the evidence:
10. The contracts between Allenberg and Garden Valley, to which the contracts between the Plaintiffs and Garden Valley were attached as exhibits, was executed on behalf of Allenberg by Jimmy R. Williams who was regularly employed at the LaGrange, Georgia office of Allenberg. The principal office of Allenberg was located at Memphis, Tennessee. Jimmy R. Williams was fully authorized by Allenberg to execute, on its behalf, contracts relating to the purchase of cotton, including the contract between Garden Valley and Allenberg. When the contract between Garden Valley and Allenberg had been executed Williams placed a long distance call from the office of Ed Richardson (who executed the contract on behalf of Garden Valley) to the LaGrange office of Allenberg, and reported the execution of the Garden Valley contract.
11. In July, 1973, and again at a later date, the said Richardson discussed with the said Williams the possibility of adjusting the contracts in...
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