Title Guarantee & Trust Co. v. Trenton Potteries Co.

• Decision Date: 20 September 1897
• Citation: 38 A. 422,56 N.J.E. 441
• Parties: TITLE GUARANTEE & TRUST CO. v. TRENTON POTTERIES CO.
• Court: New Jersey Supreme Court

38 A. 422

56 N.J.E. 441

TITLE GUARANTEE & TRUST CO.

v. TRENTON POTTERIES CO.

Court of Errors and Appeals of New Jersey.

Sept. 20, 1897.

(Syllabus by the Court.)

Appeal from court of chancery.

Suit by the Title Guarantee & Trust Company against the Trenton Potteries Company. From an order dissolving an injunction the complainant appeals. Affirmed.

Corbin & Corbin, for appellant.

James Buchanan and Howard R. Bayne, for respondent.

GUMMERE, J. The appellant, the Title Guarantee & Trust Company, is a corporation organized under the laws of the state of New York, and the respondent, the Trenton Potteries Company, is a corporation organized under the laws of the state of New Jersey. On the 27th day of September, 1895, the potteries company commenced an action against the title company in the New York supreme court upon a policy of Insurance issued to it by the latter company. On October 16, 1895, the title company, after having been served with process and a copy of the complaint in the New York suit, filed its bill in the court of chancery of this state, alleging a mistake in said policy, and praying that the same be rectified and reformed, and that the potteries company might be restrained from further prosecuting the suit then pending in the New York supreme court, on the ground that, if it was permitted to proceed with said suit before the policy was so reformed as to set out the true agreement of the parties, a judgment would necessarily go against the appellant. A preliminary injunction having been ordered pursuant to the prayer of the bill, the potteries company filed its answer, setting up, among other things, that under the law of the state of New York the title company was entitled to all the relief and remedies, as defendant in the action brought against it in the New York court, that it sought to obtain by the bill filed by it in the court of chancery. This allegation in the answer was verified by the affidavit of a New York counsel, learned in the law of that state, who testified "that the defendant in the New York action is entitled, under the New York law, to all the relief and remedies as defendant in that action that it could obtain or has prayed for as complainant in its New Jersey suit. The formal distinction between law and equity having been abolished in this state [New York], the defendant in an action at law here is entitled to plead as many defenses as he may have, whether they are legal or equitable, whether he pleads simply a defense or bar without asking affirmative relief, or whether he pleads new matter constituting a counterclaim, or equitable set-off, or recoupment, or matter in the nature of a cross bill under the old system, and asks affirmative relief. These rights and remedies are given to defendant by express legislative enactment, and have for many years been repeatedly recognized and enforced by all the courts in this state." Upon the coming in of the answer and accompanying affidavits, the preliminary injunction was dissolved, and from the order of dissolution this appeal is taken.

The respondent, having selected a court of the domicile of the appellant as the forum in which to try the matters in issue between them involved in the suit brought by it, is entitled to have those matters finally determined in that forum, provided the appellant can, in its defense in that suit, show the real agreement between the parties as fully as it would be permitted to do in its suit brought here for the reformation of the written contract. It was because of the allegation in its bill that it could not successfully defend in the New York court until there was an actual reformation of the policy of insurance that the chancellor granted the injunction, and it was because of the denial of this allegation by the respondent in its answer, supported by the affidavit of New York counsel, that the injunction was dissolved. But it is said by the appellant that, admitting it to be true that the respondent is entitled to have the matters involved in the New York suit disposed of in the New York court, provided appellant can, in its defense in that suit, show the real agreement of the parties, there is nothing in the case as it stands before us to justify the conclusion that the statement of the answer in that regard is true. The argument in support of this contention is as follows: In the absence of proof to the contrary, it will be presumed by the courts of this state that the common law is in force in the state of New York; that by the rules of the common law the appellant could not, in an action at law brought against it for breach of a written contract, show that by mistake of the parties the writing did not set forth the real agreement between them; and that the presumption that the common law prevails in New York is not overcome by the affidavit of the New York counsel, annexed to the answer, for the reason that it attempts to show that the rule in question has been abrogated by statute, and that the only legal method of proving the existence of a statute of a foreign state is not by the testimony of counsel of that state, but by the production of a duly-authenticated copy of the instrument itself. While it is entirely true that, in the absence of proof to the contrary, the courts of New Jersey will...