W. T. Rawleigh Co. v. Wilkes
| Decision Date | 07 November 1938 |
| Docket Number | 4-5230 |
| Citation | 121 S.W.2d 886,197 Ark. 6 |
| Parties | THE W. T. RAWLEIGH CO. v. WILKES |
| Court | Arkansas Supreme Court |
Appeal from Franklin Circuit Court, Ozark Dist.; J. O. Kincannon Judge; affirmed.
Judgment affirmed.
Williams & Williams and Ingram & Moher, for appellant.
Woolsey & McKenzie, for appellee.
The appellant entered into a contract with appellee, James A Wilkes, under which Wilkes purchased merchandise on a credit during 1932. When the contract expired Wilkes owed appellant on January 1, 1933, $ 452.39. They then entered into a renewal contract. Appellees, E. H. McKay and Garland Hamm, entered into a contract with appellant as sureties for Wilkes. The contract was terminated during the month of May, 1933, at which time Wilkes owed appellant a balance of $ 449.17.
Under the contract, the appellant agreed to sell quantities of its products to Wilkes at the current wholesale prices and on time. Wilkes agreed to pay for the products and to pay the balance due when the renewal contract was entered into. McKay and Hamm signed a bond making themselves jointly and severally liable for any and all goods, wares and merchandise sold to the buyer under the contract entered into between appellant and Wilkes. The contract is quite long, and it would serve no useful purpose to set it out in full.
The appellant sent Wilkes a form which specified the territory as Marion county, Arkansas, and tributary territory was described as that part of Marion county south of the Missouri Pacific Railroad, including all towns having a population of less than 300. In this same instrument there was mentioned the amount of business expected, and was signed by Wilkes.
After the contract had been entered into and after it had been signed by the sureties, the appellant wrote a letter to Mr. Dennis W. James which is as follows:
On September 5, 1934, the appellant brought this suit in the Franklin circuit court against the appellees, J. H. Wilkes, E. H. McKay and Garland Hamm, alleging the contract with Wilkes, and that McKay and Hamm became sureties for Wilkes. It asked judgment against Wilkes and his sureties, McKay and Hamm, in the sum of $ 449.17.
A copy of the contract was attached to the complaint as an exhibit, and also affidavit of J. R. Jackson, secretary of appellant company. There was also filed with the complaint the account with Wilkes, showing debits and credits and balance due.
The appellees filed answer denying the material allegations in the complaint, and alleging that, before the appellant would approve the contract, it required Wilkes to select territory within which to sell Rawleigh products, and that the appellee, Wilkes, selected all that part of Marion county, Arkansas, south of the Missouri Pacific Railroad, etc., and that appellant in a separate and subsequent contract, appointed Wilkes as its dealer in all of said territory with the exclusive right of selling goods in said territory; that appellant breached its contract to the damage of Wilkes in the sum of $ 800, and asked for judgment for said sum.
On application of appellant, the court made an order to take the deposition of J. R. Jackson by interrogatories. Notice was served on appellees and Jackson's deposition was taken.
There was a trial by jury, and the following verdict was rendered: "We, the jury, find for the defendant, Jim Wilkes, damages to the court of $ 449.17, and on the whole case we find for the defendant." The verdict was signed by the foreman of the jury.
The case is here on appeal.
The contracts and letter above referred to were introduced in evidence. Wilkes testified in substance that when he signed the contract the appellant required him to select the locality and sign its statement showing the territory that he was to sell in, and that it would not accept the proposition until he did this. This letter, designating the locality was a part of the contract.
"The principal rule in the interpretation of contracts is to ascertain the intention of the parties and to give effect to that intention if it can be done consistently with legal principles." 6 R. C. L. 835.
When different instruments are executed at the same time, but are all parts of one transaction, it is the duty of the court to suppose such a priority in the execution of them as shall best effect the intention of the parties. The general rule is that in the absence of anything to indicate a contrary intention, instruments executed at the same time, by the same parties, for the same purpose, and in the course of the same transaction, are, in the eye of the law, one instrument, and will be read and construed together as if they were as much one in form as they are in substance. 6 R. C. L. 850, 851.
The evidence in this case shows that the contract was sent to the appellant, signed by the appellee, Wilkes, and that the appellant declined and refused to accept it until they received a signed statement by him indicating the locality where he would sell the goods. It is true that the secretary of the appellant company says that this was simply for the purpose of advising the company where the buyer intended to sell the products; but he also testifies that they would not give one buyer a locality that was already occupied by another buyer of appellant. There can be no question, but that the two instruments constitute one contract, and are binding on both parties.
This court has many times held that in ascertaining the intention of the contracting parties, courts may acquaint themselves with the persons and circumstances mentioned in the contract and may place themselves in parties' situation. In this case the appellant was the manufacturer and seller of many products. It made contracts not only all over this country, but other countries. One witness testified that it was the biggest concern of its kind in the world. It was constantly making contracts of this kind. It prepared the contracts itself, and the other party must either sign the contract prepared by it, or no contract would be made. This is not only true of what they call the contract, but it is also...
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...documents executed as part of a single transaction generally will be construed together as a single contract. W.T. Rawleigh Co. v. Wilkes, 197 Ark. 6, 121 S.W.2d 886, 888 (1938). The drafts here were executed as part of the same transaction as the lease agreements and the drafts were execut......
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...and in the course of the same transaction, are legally one instrument and will be read and construed together. W. T. Rawleigh Co. v. Wilkes, 197 Ark. 6, 121 S.W.2d 886; Gowen v. Sullins, 212 Ark. 824, 208 S.W.2d 450. To determine the intention of the parties to a contract, the Court may acq......
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