Charles A. Stickney Co. v. Lynch

158 N.W. 85, 163 Wis. 353, 1916 Wisc. LEXIS 278

• Court: Wisconsin Supreme Court
• Decided: May 23, 1916
• Status: Published

Opinion

.MARSHALL, J.

It is contended that tbe contract and notes given pursuant thereto are void under sec. 1YY0&, Stats., because plaintiff is a foreign corporation and was not licensed to do business in this state. That is plainly ruled to tbe contrary by tbe numerous decisions to tbe effect that such section does not appertain to matters of interstate commerce. U. S. Gypsum Co. v. Gleason, 135 Wis. 539, 116 N. W. 238; Ady v. Barnett, 142 Wis. 18, 124 N. W. 1061; F. A. Patrick & Co. v. Deschamp, 145 Wis. 224, 129 N. W. 1096; Solder v. Aultman, Miller & Co. 169 U. S. 81, 18 Sup. Ct. 269. As there held, a contract made in this state, but hot to be complete so as to be binding on the foreign corporation party until approved at its home office outside this state, is not within the statute, and such a contract providing that such corporation shall furnish certain property, f. o. b. in this state, also for the filling of orders for goods by such corporation and subsequent taking of securities therefor, are matters of interstate commerce and so not within the statute.

It is suggested that this action and the one decided herewith on the second note should have, been consolidated, under sec. 2610, Stats. 1915. The actions could not have been joined in the first instance, as they were brought by different parties and related, in some respects, to essentially different controversies. Therefore no error was committed in refusing the request for á consolidation.

Aside from the contentions above mentioned, the only matters complained of which seem to merit attention relate to whether the findings of fact are- sustained by the evidence. The record has been carefully examined in respect thereto and the argument of counsel for appellants received due consideration, resulting in the conclusion that, under the rule governing the subject, the findings cannot be disturbed.

There seems to be ample evidence to support the view that the agents not only, to the knowledge of appellants, had no right to make such an agreement as that relating to the-twenty horse-power tractor, or any contract except subject to the approval of respondent; but that such agreement was not made with respondent, — that it was a personal matter of Riplinger and Hocket which respondent never became a party to. In this particular, there seems to be ample evidence to support the findings. The agreement on its face, in connec tion with the evidence, bears quite clear indications that it was a side matter of the agents. It was wholly written by one of them, while respondent’s contracts were made on printed blanks furnished for that purpose. It was signed by Rip-linger and Hocket, personally, though after such signing, as it seems, Riplinger wrote respondent’s corporate name above his and his associate’s signatures. That is out of harmony with the body of the paper. The words “We agree” twice used, and the agreement in a specified contingency to take the machinery “off their floor and pay the wholesale price therefor or settle with the Gharles A. Stichney Go. for notes . . . given them,” etc., are inconsistent with the transaction being one to which respondent was a party.

It was conceded that if the agreement to sell the tractor was not a part of the contract with respondent, but was a personal affair of Riplinger and Hocket, the defense based on the contrary view utterly fails. We must sustain the theory that respondent was not such party; that no defense to the note can be found in the findings, and that they are supported by the evidence.

By the Court. — The judgment is affirmed.