Works v. Club Holding Co.

• Decision Date: 29 June 1937
• Docket Number: No. 160.,160.
• Citation: 274 N.W. 338,280 Mich. 587
• Parties: MOLINE FURNITURE WORKS v. CLUB HOLDING CO.
• Court: Michigan Supreme Court

280 Mich. 587

274 N.W. 338

MOLINE FURNITURE WORKS

v.CLUB HOLDING CO.

No. 160.

Supreme Court of Michigan.

June 29, 1937.

Action for breach of contract by the Moline Furniture Works against the Club Holding Company, wherein defendant contended that recovery was precluded because the contract required plaintiff, an Illinois corporation, to do business in Michigan which it was not authorized to do. Judgment for plaintiff, and defendant appeals.

Affirmed.

Appeal from Circuit Court, Wayne County; Harry B. Keidan, judge.

Argued before the Entire Bench.

Monaghan, Crowley, Clark & Kellogg, of Detroit (E. T. Kelley, of Detroit, of counsel), for appellant.

Alfred Lindbloom, of Detroit, for appellee.

WIEST, Justice.

Plaintiff, an Illinois corporation, under an Illinois contract, agreed to plan, design, furnish blueprints, fabricate, manufacture, ship, and install special woodwork for defendant corporation, under its former name of W. E. Wood Company, in a building to be erected in Michigan, at the price of $125,161. Before complete fabrication and any shipment defendant notified plaintiff to delay performance and later to cease work under the contract. Thereupon plaintiff brought this suit to recover damages for such breach of the contract and, upon trial before the court without a jury, had judgment.

Upon review defendant presents two questions:

‘1. Was the work of installing the woodwork called for by the contract in this case of such a nature that it was a necessary part of an interstate transaction?

‘2. Are the damages awarded sustained by the evidence?’

The contract called for a finished result of highly technical work, with a one-year guarantee, and it fairly appears that, without installation by skilled workmen from plaintiff's factory, the contract would not have been made. The fabricated woodwork was to be of a special and intricate design and to be wholly manufactured at the factory in Illinois. The installation of such specially designed woodwork was a relevant and essential incidence, and the contract, as a whole, was within the protection of interstate commerce.

Under the evidence, the case at bar, upon this question, is ruled by the holdings in York Manufacturing Co. v. Colley, 247 U.S. 21, 38 S.Ct. 430, 62 L.Ed. 963, 11 A.L.R. 611;Westerlin & Campbell Co. v. Detroit Milling Co., 233 Mich. 384, 206 N.W. 371;Whitehead & Kales Co. v. Taan, 233 Mich. 597, 208 N.W. 148;Richards-Wilcox Mfg. Co. v. Talbot & Meier, 252 Mich. 622, 233 N.W. 437.

Defendant ordered the work under the contract stopped, and must pay, as damages, the expense of plaintiff toward performance, less the salvage value of materials, specially procured for the job, on hand, and loss of profits, if fairly within the contemplation of the parties when entering into the contract, if proved with...