W. A. Ryan & Co. v. M., K. & T. R'Y Co.

• Decision Date: 08 January 1886
• Docket Number: Case No. 1788
• Parties: W. A. RYAN & CO. v. M., K. & T. R'y CO.
• Court: Texas Supreme Court

65 Tex. 13

W. A. RYAN & CO.

v.M., K. & T. R'y CO.

Case No. 1788

Supreme Court of Texas.

Jan. 8, 1886.

APPEAL from Grayson. Tried below before the Hon. R. R. Gaines.

This suit was instituted in the District Court of Grayson county to recover from the defendant the value of certain goods, wares and merchandise which defendant, in St. Louis, Mo., agreed and contracted to deliver in Honey Grove, Tex., and which were not delivered. The bill of lading had a printed head, in which was stipulated certain exceptions from liability, among others, that of destruction by fire. The goods were shipped by A. F. Shapleigh & Co., from whom they had been purchased by plaintiff, and were destroyed by fire while in defendant's possession. The cause was submitted to the court and decided in favor of defendant.

Bledsoe & Head, for appellants, on construction of contracts, cited: Story, Conflict of Laws, sec. 280; Frazier v. Warfield, 9 Sm. & Mar. Miss. Rep., 220.

On notice to the shipper, they cited: 2 vol. Red. Law of Railways, p. 84, sec. 4; New Jersey Steam Nav. Co. v. Merchants' Bank, 6 Howard's U. S. Rep., 344.

On burden of proof, they cited: Greenl. Ev., vol. 2, sec. 219; Graham & Co. v. Davis & Co., 4 Ohio St., 362.

Foster & Wilkinson, for appellee, on authority of agents, cited: Lawson on Cont. of Car., secs. 223, 224, 225, and authorities cited; Christenson v. Am. Ex. Co., 15 Minn., 270; s. c., 2 Am. Rep., 122;Shelton v. Mer. Disp. Co., 59 N. Y., 258; 45 Iowa, 470; 24 How. Pr., 290; 12 Me., 422; 55 Me., 462; s. c., 4 Am. Rep., 234; 57 N. Y., 1;6 How., 344; Hutch. on Car., sec. 265.

On the acceptance of the bill of lading, they cited: Bank of Kentucky v. Adams Ex. Co., 93 U. S., 174, 175, 188, and authorities cited; Grace v. Adams Ex. Co., 100 Mass., 505; Kirkland v. Dinsmore, 62 N. Y., 161; s. c., 20 Am. Rep., 175;Hoadley v. Northern Trans. Co., 115 Mass., 304; s. c., 15 Am. Rep., 107;Morrison v. Phillips & Colby Const. Co., 44 Wis., 405; s. c., 28 Am. Rep., 599; Mulligan v. Ill. Cent. R. R. Co., 36 Ia., 181; s. c., 14 Am. Rep., 514; McMillan v. M. S. & N. I. R. R., 16 Mich., 80;Snider v. Adams Ex. Co., 63 Mo., 376; s. c., 4 Cent. Law Jour., 179; Lawson on Cont. of Carriers, sec. 102 and cases cited; McMillan v. M. S. & N. I. R. R. Co., 16 Mich., 79.

On burden of proof they cited: Lawson on Cont. of Car., sec. 248 and note 12, and cases cited; Wharton on Neg., sec. 422; Schouler on Bail., p. 479; Abbott's Trial Ev., p. 569 and notes 9, 10, 11; Whitworth et al. v. Erie R'y Co., N. Y., 1882; s. c., 6 Am. and Eng. R. R. Cases, 349; Clark v. Barnwell, 12 How., 272; Trans. Co. v. Downer, 11 Wall., 129; Farnham v. Camden and Amboy R. R. Co., 55 Pa. St., 53; Cochran v. Dinsmore, 49 N. Y., 249;Caldwell v. N. J. St. Co., 47 N. Y., 282; Kallman v. U. S. Ex. Co., 3 Kan., 210; N. J. St. Nav. Co. v. Merchants' Bank, 6 How. U. S., 344.

On locus contractus, they cited: Lawson on Cont. of Car., sec. 211; First National Bank v. Shaw, 61 N. Y., 283; Robinson v. Mer. Disp. Trans. Co., 45 Ia., 470; Rorer on Interstate Law, 59; Hale v. N. J. St. Nav. Co., 15 Conn., 539; s. c., 39 Am. Dec., 401-2; 20 Am. Dec., 279; 20 Id., 286; Penn. Co. v. Fairchild, 69 Ill., 263; Talbot v. Mer. Disp. Trans. Co., 41 Ia., 247; McDaniel v. Chicago R. R. Co., 24 Ia., 412; Morgan v. N. O., M. & T. R. R. Co., 2 Wood's C. C., 253; ??. Pac. R'y Co. v. Harris, Tex. Law Rep., vol. 1, No. 2, p. 75.

WILLIE, CHIEF JUSTICE.

As a general rule, the consignor, as the agent to whom the owner entrusts his goods to be delivered to the carrier, must be regarded as having authority to stipulate for the terms of transportation. Red. on Car., sec. 52.

Having the power to make the delivery, he is to be presumed to have all the power necessary to carry it into effect. Hutch. on Car., sec. 265.

The carrier is authorized to act upon this presumption in contracting with the agent, and need not inquire into his authority to make the particular shipment.

These principles are so thoroughly settled by the decisions of the courts that it is unnecessary to inquire into the reasons upon which they are founded. Nelson v. R. R. Co., 48 N. Y., 498;Squire v. R. R. Co., 98 Mass., 239;York Co. v. Central R. R. Co., 3 Wall, 107; Moriarity v. Harnden's Express, 1 Daly, 227;Meyer v. Harnden's Express, 24 How. Pr., 290.

We think, therefore, that the court did not err in holding that Carney, Stern & Co. were authorized to accept for the appellants the bill of lading upon which this suit is founded.

The question then arises, did the acceptance of the bill of lading constitute a contract valid in law?

Whether the statute of Texas prohibiting common carriers from limiting their common law liability applies to railroad companies whose lines do not lie wholly within this state, and whether, if it does, the statute is in violation of the Constitution of the United States, are points not necessary to be considered in the determination of this question.

It was, in effect, admitted upon the trial that common carriers could, by the law of Missouri, where the present contract was made, place such restrictions upon their common law liability as are contained in the bill of lading upon which this suit is based. The law of our state, in which the contract was in part to be performed, forbidding such restrictions, it is of vital importance to ascertain whether the validity of the contract is to be governed by the law of Texas or that of Missouri.

It is admitted law that when a contract is to be wholly performed within a state, the laws of that state must furnish the rule as to its validity. The parties have their attention drawn to the law of the state in which alone the contract can be broken and liability incurred, and it must be presumed that they intended that their rights and obligations should be determined by the laws prescribed by that state upon the subject. But when the contract is not to be wholly performed in any particular state, but partly performed in the state where it is made and partly in another, or several others, there is difficulty in laying down any rule which can be rested upon principles entirely satisfactory. Hence, there is some diversity of opinion among courts and law writers upon the subject. The foundation principle seems to be that the presumed intention of the parties must govern. If, from all the circumstances surrounding the contract, it is reasonable to suppose that they had in view, at the time, the law of the place of the contract, that must prevail; if the law of the destination of the goods in reference to the carriage of which the agreement, then that law must govern. When there are no circumstances attending the transaction, except the mere execution, delivery and acceptance of the bill of lading, the safest rule by which to arrive at the intention of the parties is that which upholds the contract rather than that which defeats it. Parties to a contract are presumed to intend that it shall be enforced. It is not to be presumed that they deliberately executed an agreement, knowing that it was invalid. The carrier in this case must have intended to secure to itself some real protection from responsibility in the cases excepted in the bill of lading, and the appellee that he should have this protection. By the laws of Missouri it was afforded; by the laws of Texas it was not. To give validity to the contract, and thus carry out the intentions of the parties, we must apply to it the laws of the former state, and, it is our opinion that by these laws its validity must be determined. This principle is applied frequently to cases where a contract is made in one state for the payment of money in another. Although the contract is to be wholly performed in another state, where the rate of interest agreed upon is usurious, yet, if by the lex loci contractus it is lawful the interest may be recovered. Whar. Conf. of Laws, sec. 504, and authorities cited in note; Ib., sec. 429; Whar. on Ev., sec. 1250; 2 Kent, 460; 2 Pars. on Cont. 95; and the authorities cited by these writers.

This rule also obtains when there is a conflict of laws as to the capacity of the parties to the contract. Whar. on Conf. of Laws, secs. 101-104, 112-115.

Our views upon this subject are fully sustained by a large majority of the decisions made in England and America. McDaniel v. Chicago R'y Co., 24 Iowa, 412; Talbot v. Merchants Despatch Co., 41 Iowa, 247; Pennsylvania Co. v. Fairchild, 69 Ill., 260; Hale v. Warlo, 15 Conn., 539; 1st Nat. Bank v. Shaw, 61 N. Y., 283;Cantu v. Bennett, 39 Tex., 304; Peninsular R. R. Co. v. Shaw, 3 Moo. P. C., 290; Robinson v. Merchants Despatch Co., 45 Iowa, 470.

In Brown v. Camden and Atlantic R'y Co., 83 Pa. St., 316, the law of the state of performance (New Jersey) was held to govern, because there the railroad company was chartered and had its office, and the whole performance of the contract was to take place in that state, as the Delaware river was no more a portion of Pennsylvania than it was of New Jersey.

The rule we have announced renders it unimportant that the place where the loss occurred was not in the state where the contract was made. See Dike v. Erie Road, 45 N. Y., 113.

It is not to be presumed that the parties intended to divide up their contract so as to have it governed by different laws accordingly as a loss might occur in one or in another state, unless circumstances were proved showing such an intention.

It is objected that a special contract limiting the appellees liability was not evidenced by the mere receipt of a bill of lading signed by an agent of the railroad company; but it is said, that to have that character, an agreement should have been signed on the part of the owner of the goods. The generally recognized rule is to the contrary, both in England and America. In the latter, it is generally held that a mere notice displayed in the office of the company, or printed on the bill of lading, will not bind the owner, though brought...