Western Enterprises, Inc. v. Robo-Sales, Inc.
| Decision Date | 31 March 1970 |
| Docket Number | INC,ROBO-SALE,No. 23071,23071 |
| Citation | 28 Colo.App. 157,470 P.2d 931 |
| Parties | WESTERN ENTERPRISES, INC., a Colorado Corporation, Plaintiff in Error, v., a Missouri Corporation, Defendant in Error. . I |
| Court | Colorado Court of Appeals |
Benjamin R. Loye, Loye & Bangert, Wheatridge, for plaintiff in error.
Robert W. Smedley, Littleton, for defendant in error.
This case was originally filed in the Supreme Court of the State of Colorado and subsequently transferred to the Court of Appeals under authority vested in the Supreme Court.
Plaintiff in error was plaintiff below. The parties will be referred to as Western and Robo.
The parties executed a contract in Kansas City, Missouri, wherein Western agreed to buy and install within six months a minimum of six ROBO-WASH Automatic Car Wash units from Robo. Western also was granted the exclusive right to operate ROBO-WASH units in Denver. The locations for installation of the units were to be determined later.
The terms of the contract pertinent here are:
(Emphasis added)
Western failed to secure any locations for the operation of the units and failed to acquire the needed financing of $10,500.00 for the purchase of each unit. About six weeks before the end of the six month period Western notified Robo that it could not perform, relinquished its exclusive franchise and requested return of its $3,000.00 deposit. Robo advised Western that Robo was still ready and willing to carry out its part of the contract, offered to consider an extension of the term if requested by Western and refused to pay back the deposit.
Western thereupon brought this action to recover the deposit, alleging that Robo was unjustly enriched. At the trial Western based its right to recover on the theory that the clause, '* * * Buyer shall thereby forfeit his deposit * * *', constituted a penalty and was void. The trial court determined that it was the intent of the parties that the $3,000.00 was to be considered as liquidated damages and dismissed the action. Western asserts error in the ruling.
In the trial court both parties ignored paragraph 19, quoted above, and the fact that the contract was executed in Missouri. However, each of these factors requires us to look to the law of Missouri to determine the issue. Questions relating to the construction, validity and effect of contracts are controlled and determined by the law of the place where they are made. Des Moines Life Ass'n of Des Moines Iowa v. Owen, 10...
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Borroel v. Lakeshore, Inc.
...666, 668 (10th Cir.1972); Kloberdanz v. Joy Manufacturing Co., 288 F.Supp. 817, 820 (D.Colo.1968); Western Enterprises, Inc., v. Robo-Sales, Inc., 28 Colo.App. 157, 470 P.2d 931, 932 (1970). Dick has not presented evidence on where the contract was made. Thus, I cannot determine the nature ......
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...by the place where the contract was made and the place designated by the parties as governing. See Western Enterprises, Inc. v. Robo Sales, Inc., 28 Colo.App. 157, 470 P.2d 931 (1970). 2 In this case, that is North Carolina. Finally, we consider whether the North Carolina court would allow ......
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