United States Bond & Finance Corporation v. National Building & Loan Ass'n of America (O'neill, Interveners)

• Decision Date: 29 December 1932
• Docket Number: 5094
• Citation: 17 P.2d 238,80 Utah 70
• Parties: UNITED STATES BOND & FINANCE CORPORATION v. NATIONAL BUILDING & LOAN ASS'N OF AMERICA (O'NEILL et al., Interveners)
• Court: Utah Supreme Court

17 P.2d 238

80 Utah 70

UNITED STATES BOND & FINANCE CORPORATION v. NATIONAL BUILDING & LOAN ASS'N OF AMERICA (O'NEILL et al., Interveners)

No. 5094

Supreme Court of Utah

December 29, 1932

For former opinion, see 80 U. 62, 12 P.2d 758.

PETITION DENIED.

FOLLAND J. CHERRY, C. J., and ELIAS HANSEN, and EPHRAIM HANSON, JJ concur. STRAUP, J., dissenting.

OPINION

On petition for rehearing.

FOLLAND, J.

The motion for rehearing, filed by appellants, urges several grounds of alleged error in the opinion as written. Appellants are here seeking to avoid their contracts for the purchase of bonds from respondent on the alleged ground that their contracts were made at Salt Lake City, Utah, and that respondent did not have any permit or license from the securities commission of the state of Utah authorizing it to sell or offer for sale such securities in the state of Utah. The case was ruled on the theory that the contracts in question were made and fully executed in the state of Nevada and were made and fully executed in the state of Nevada and were for that reason beyond the reach of the Utah statute. We are satisfied with that disposition of the case.

It is urged that this court erred "in holding and deciding that the contracts in suit were not to be performed in the State of Utah." The writer of the opinion misspoke himself in stating "presumably the installment payments would be made to the home office and the bonds when paid for would be delivered to the purchasers in Nevada." The place of performance is the place of business of the obligor where, as here, that contract is silent on the subject of where the bonds are to be delivered. The rule is stated in 13 C. J. 582 as follows: "In general, with regard to contracts for delivery of specific articles, the usual residence and place of business of the obligor is the place of performance, where no place is expressed."

Our statute, Comp. Laws Utah 1917, § 5152 (Uniform Sales Act), adheres to the general rule as follows: "Apart from any such contract, express or implied, or usage of trade to the contrary, the place of delivery is the seller's place of business, if he has one, and if not, his residence."

It does not follow, however, that the case is not rightfully decided even though the bonds are in future to be delivered at the seller's office in Utah. It is fundamental that a statute can have no extraterritorial effect. A reading of our Sale of Securities Act, Laws of Utah 1925, chap. 87, indicates a legislative intent to make its provisions applicable only to offers to sell and sales made within the state of Utah. By its definition of terms and requirement for license and registration it applies to a dealer "who in this State engages * * * in the business of selling any securities," a salesman who is authorized "to sell securities in any manner in this State." Section 2. "No dealer or salesman shall engage in business in this State as such dealer or salesman" (Section 10) unless registered. Securities are required to be registered "before being sold in this State" and applications for registration may be made by the...