[190]*190Mr. Justice Brandéis
delivered the opinion of the Court.
Uhlmann Grain Company, an Illinois corporation, brought this action of contract in the federal court for western Missouri against A. P. Dickson, a citizen and resident of Carrollton in that State.' Four other cases of like character were, by agreement, consolidated with this one; and the five cases were tried below and are brought here as a consolidated suit. The pleadings, facts and proceedings stated in respect to the Dickson suit are.applicable to all. The petition alleged that Dickson employed the company as a broker to purchase and sell for him grain, on.the Chicago,.Minneapolis and Winnipeg exchanges; that he agreed to pay it commissions for such service and to reimburse.it for any advances made; and that upon an account stated there is due a balance of $3,714.06, after crediting amounts received from the proceeds of purchases., and sales and as margins.
Dickson denied the indebtedness and pleaded further . in bar that the transactions out of which the indebtedness is alleged to have arisen were conducted wholly within the State of Missouri and were gambling, illegal under its [191]*191laws; that no purchase or sale of grain was made for him and that none for him was contemplated by either party; that the intention of both was merely that the defendant should settle for differences in.the market prices;, that the transactions were not actual dealings by him in grain futures but dealings which as to him were wholly fictitious- or pretended, and in fact merely gambling on the rise and fall of the market prices of grain.
The company replied that the obligation sued on arose from transactions in the purchase and sale of grain for future delivery as commonly conducted on boards of trade; that these transactions were carried out on ..the boards of trade of Chicago and Minneapolis which had been designated by the Secretary of Agriculture under The [Federal] Grain Futures Act, September 21, 1922, c. 369,42 Stat. 998, as “ contract markets ”; that the company was a member of each of said boards; and that each of the transactions of purchase and sale made by the company on behalf of Dickson was made by it with another member of the board and in compliance with the provisions of that Act.
The case was tried by the District Judge without a jury. Dickson contended, that none .of the alleged contracts made on the boards of trade was entered into on his behalf; that they were devices employed by the company on its. own behalf in conducting at Carrollton what was actually a bucket shop in which to gamble in violation of the laws of the State; that he did not employ the company to make any contract for future delivery; that it was understood by him and the plaintiff, in each transaction, that receipt and delivery of the grain would not be required. On evidence which in abbreviated form occupies, besides the exhibits, 125 pages of the printed record, the judge found- the facts as alleged in the plea in bar. He found specifically, among other -.things, that the transactions were wagering contracts “ cloaked in the forms of [192]*192law”; and that the company’s transactions with or for the customers occiirred wholly in Missouri. He declined to make any. of the findings requested by. the company, denied recovery and entered judgment for the defendant. A motion for a new trial was overruled.
The company appealed to the Circuit Court of Appeals and contended, among other things, (1) That there was no substantial evidence to support the finding that the transactions were fictitious or gambling transactions and hence invalid under the law of Missouri; and (2) That The Grain Futures Act superseded all relevant state laws relating to the subject of dealings in futures on “ contract markets,” and that the transactions in question, being valid under the federal Act, were necessarily valid under the. laws of Missouri. The Circuit Court of Appeals, one judge dissenting, reversed the judgment of the District Court; and remanded the cause for further proceedings. 56 F. (2d) 525. This Court granted a writ of certiorari.
First. The defense of illegality is predicated not on things done, or to be done, in Chicago or Minneapolis or Winnipeg, but wholly upon things done ip Missouri. Uhlmann Grain Company, a member of the boards of trade of Chicago, Minneapolis, Kansas City, Missouri, and Winnipeg, Canada, was engaged in the grain brokerage business. In 1924 it established a branch office at Carrollton, then a town of about 3200 inhabitants. It is not disputed that, upon receiving at Carrollton a purported order from Dickson, the Carrollton branch of the Grain Company communicated with its Kansas City office, and that the company thereupon entered into contracts on some other board of trade for future purchase or sale of grain. The contracts, so far as made within the United. States, were entered into on either the Chicago or the Minneapolis board. Each of these boards had been designated by the Secretary of Agriculture a “ contract market.” The company was a member in good standing [193]*193of each of the boards. Each contract wás made in the name of the company as principal with another,’ member of the board a-s principal. Each contract was evidenced by a record in writing as prescribed by the Grain Futures Act. ' And after each such contract was entered into by the company, it mailed, from its office in Kansas City to its customer at Carrollton, a written confirmation of his alleged order and of its execution, which recited the date of the contract, the quantity and kind of grain bought and sold, the contract price per bushel of the commodity, the. delivery month, and- the plaice where the contract of purchase or sale was executed.1 The requirements- .Of the federal act appear to have been complied with.' There is no suggestion that these contracts' violated the law of the place where the exchange was situated.'. It may. be. assumed that they were valid as between the Uhlmanh Grain Company and its fellow members of the exchanges.
But thére were two distinct agreements: that between-customer and company, in which -both parties acted-as principals; and that between the.company and brokers on the exchange,, in which, both* of the parties there likewise acted as principals. It does not follow, that because the contracts between the members Of the exchanges were [194]*194Valid, those entered into by the company .at Carrollton with Dickson and its other customers were valid also. Compare Board of Trade v. Christie Grain & Stock Co., 198 U. S. 236, 249-250. See, also, Harvey v. Merrill, 150 Mass. 1; 22 N. E. 49; Riordon v. McCabe, 341 Ill. 506, 512-515; 173 N. E. 660. Whether the customer, in his agreement with the company, ordered that contracts be entered into in his behalf on the exchange, is the serious issue of fact in the case, at bar. If the customer did so order by his agreement, we should have to determine by the law of which state the defense of illegality is governed. If, as Dickson contends, and the trial court found, Dickson’s agreement did not contemplate the execution of transactions on the exchange in his behalf, clearly the defense of illegality is governed by the law of Missouri, unless that law has been superseded by The Grain Futures Act.
Second.
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[190]*190Mr. Justice Brandéis
delivered the opinion of the Court.
Uhlmann Grain Company, an Illinois corporation, brought this action of contract in the federal court for western Missouri against A. P. Dickson, a citizen and resident of Carrollton in that State.' Four other cases of like character were, by agreement, consolidated with this one; and the five cases were tried below and are brought here as a consolidated suit. The pleadings, facts and proceedings stated in respect to the Dickson suit are.applicable to all. The petition alleged that Dickson employed the company as a broker to purchase and sell for him grain, on.the Chicago,.Minneapolis and Winnipeg exchanges; that he agreed to pay it commissions for such service and to reimburse.it for any advances made; and that upon an account stated there is due a balance of $3,714.06, after crediting amounts received from the proceeds of purchases., and sales and as margins.
Dickson denied the indebtedness and pleaded further . in bar that the transactions out of which the indebtedness is alleged to have arisen were conducted wholly within the State of Missouri and were gambling, illegal under its [191]*191laws; that no purchase or sale of grain was made for him and that none for him was contemplated by either party; that the intention of both was merely that the defendant should settle for differences in.the market prices;, that the transactions were not actual dealings by him in grain futures but dealings which as to him were wholly fictitious- or pretended, and in fact merely gambling on the rise and fall of the market prices of grain.
The company replied that the obligation sued on arose from transactions in the purchase and sale of grain for future delivery as commonly conducted on boards of trade; that these transactions were carried out on ..the boards of trade of Chicago and Minneapolis which had been designated by the Secretary of Agriculture under The [Federal] Grain Futures Act, September 21, 1922, c. 369,42 Stat. 998, as “ contract markets ”; that the company was a member of each of said boards; and that each of the transactions of purchase and sale made by the company on behalf of Dickson was made by it with another member of the board and in compliance with the provisions of that Act.
The case was tried by the District Judge without a jury. Dickson contended, that none .of the alleged contracts made on the boards of trade was entered into on his behalf; that they were devices employed by the company on its. own behalf in conducting at Carrollton what was actually a bucket shop in which to gamble in violation of the laws of the State; that he did not employ the company to make any contract for future delivery; that it was understood by him and the plaintiff, in each transaction, that receipt and delivery of the grain would not be required. On evidence which in abbreviated form occupies, besides the exhibits, 125 pages of the printed record, the judge found- the facts as alleged in the plea in bar. He found specifically, among other -.things, that the transactions were wagering contracts “ cloaked in the forms of [192]*192law”; and that the company’s transactions with or for the customers occiirred wholly in Missouri. He declined to make any. of the findings requested by. the company, denied recovery and entered judgment for the defendant. A motion for a new trial was overruled.
The company appealed to the Circuit Court of Appeals and contended, among other things, (1) That there was no substantial evidence to support the finding that the transactions were fictitious or gambling transactions and hence invalid under the law of Missouri; and (2) That The Grain Futures Act superseded all relevant state laws relating to the subject of dealings in futures on “ contract markets,” and that the transactions in question, being valid under the federal Act, were necessarily valid under the. laws of Missouri. The Circuit Court of Appeals, one judge dissenting, reversed the judgment of the District Court; and remanded the cause for further proceedings. 56 F. (2d) 525. This Court granted a writ of certiorari.
First. The defense of illegality is predicated not on things done, or to be done, in Chicago or Minneapolis or Winnipeg, but wholly upon things done ip Missouri. Uhlmann Grain Company, a member of the boards of trade of Chicago, Minneapolis, Kansas City, Missouri, and Winnipeg, Canada, was engaged in the grain brokerage business. In 1924 it established a branch office at Carrollton, then a town of about 3200 inhabitants. It is not disputed that, upon receiving at Carrollton a purported order from Dickson, the Carrollton branch of the Grain Company communicated with its Kansas City office, and that the company thereupon entered into contracts on some other board of trade for future purchase or sale of grain. The contracts, so far as made within the United. States, were entered into on either the Chicago or the Minneapolis board. Each of these boards had been designated by the Secretary of Agriculture a “ contract market.” The company was a member in good standing [193]*193of each of the boards. Each contract wás made in the name of the company as principal with another,’ member of the board a-s principal. Each contract was evidenced by a record in writing as prescribed by the Grain Futures Act. ' And after each such contract was entered into by the company, it mailed, from its office in Kansas City to its customer at Carrollton, a written confirmation of his alleged order and of its execution, which recited the date of the contract, the quantity and kind of grain bought and sold, the contract price per bushel of the commodity, the. delivery month, and- the plaice where the contract of purchase or sale was executed.1 The requirements- .Of the federal act appear to have been complied with.' There is no suggestion that these contracts' violated the law of the place where the exchange was situated.'. It may. be. assumed that they were valid as between the Uhlmanh Grain Company and its fellow members of the exchanges.
But thére were two distinct agreements: that between-customer and company, in which -both parties acted-as principals; and that between the.company and brokers on the exchange,, in which, both* of the parties there likewise acted as principals. It does not follow, that because the contracts between the members Of the exchanges were [194]*194Valid, those entered into by the company .at Carrollton with Dickson and its other customers were valid also. Compare Board of Trade v. Christie Grain & Stock Co., 198 U. S. 236, 249-250. See, also, Harvey v. Merrill, 150 Mass. 1; 22 N. E. 49; Riordon v. McCabe, 341 Ill. 506, 512-515; 173 N. E. 660. Whether the customer, in his agreement with the company, ordered that contracts be entered into in his behalf on the exchange, is the serious issue of fact in the case, at bar. If the customer did so order by his agreement, we should have to determine by the law of which state the defense of illegality is governed. If, as Dickson contends, and the trial court found, Dickson’s agreement did not contemplate the execution of transactions on the exchange in his behalf, clearly the defense of illegality is governed by the law of Missouri, unless that law has been superseded by The Grain Futures Act.
Second. There was evidence that the transactions out of which the indebtedness is alleged to have arisen were not in- fact orders tq enter into contracts on behalf of the defendants to purchase or sell for future delivery but were ' devices knowingly employed by the company solely to enable them to gamble. They testified that they were assured by the local manager that they would never have to receive or deliver any grain as a result of their speculations. And there is no lack of evidence to support a finding that in doing so the manager acted within the scope of his authority. It is admitted that no grain was actually delivered by or to the plaintiff’s customers. The. accounts of the defendants were carried on margin; and the extent of their purported obligations exceeded their financial capacity. It is clear that their purpose was solely to make a profit by reason of the fluctuations in the market price of grain; and that -the plaintiff knew this. The Carrollton office was equipped in a manner common to ■bucket shops; its furnishings consisted of a desk, chairs, [195]*195a typewriter, blackboard, and telegraph'instrument. The . branch manager testified, as did the defendants, that he was active in soliciting business among the townspeople. Between 40.and 50 local residents from widely divergent walks of life in no way connected with, purchasing or selling grain became customers of the branch., Of the five defendants in the cases consolidated for trial, who were the plaintiff’s largest customers at Carrollton, two were farmers, two.were clothing merchants, and one was an ice dealer. These defendants, who were not in the grain business, who had never traded on a grain exchange, and who had no facilities for handling grain, purported to buy and sell in amounts up to 50,000 bushels in a single transaction. In a period of nine months the total number of bushéls involved in the transactions of four of the defendants, according to one of the plaintiff’s witnesses, was 2,360,000. The defendants undoubtedly knew that the company regularly entered into contracts on the ex- . changes corresponding to the transactions at Carrollton. But the evidence warrants'the conclusion that the contracts on the exchange were entered into by the company to enable it to secure the data for the defendants’, wagers and to provide the means for determining the defendants’ gains and losses; and that both the plaintiff and the defendants so regarded the contracts on the exchanges. So far as concerned the obligations which they undertook, the customers were in the same position as if they had simply wagered against the company on the fluctuations in the prices of grain. Thus, the evidence supports the conclusion that the transactions between the defendants- and the company were executed and performed wholly in Missouri; and the law' of Missouri accordingly governs, unless prevented by the federal act.
The burden was on the defendants to- establish the defense of illegality under the law of Missouri, Crawford v. Spencer, 92 Mo. 498, 506; 4 S. W. 713; and the.evidence [196]*196was ample to support the conclusion of the trial court that the defense had been sustained. The Missouri Bucket ..ShopLaw, Rev. Stat. (1929), §§'4316-4323, defines'transactions in grain declared to constitute gambling and makes.it punishable either to enter, into the prohibited transactions or to keep a place where they are entered - into. Section 4317 declares that a bucket shop is a place wherein the pefson carrying on the shop goes'through the form of buying arid selling certain commodities for other persons “ at prices fixed or pretended to be fixed by trades or transactions made or offered to be. made in sanie on " boards .of exchange or otherwise, but wherein there is in fact.no actual purchase and sale,'or sale aiid purchase of such commodity for or on account of the party or parties . thereto.” The statute further provides in § 4318 that all such “ pretended ” sales,or agreements,.“ wherein there is, in fact, no actual purchase and sale or sale and purchase of such commodities for or on .accpunt of the party or parties thereto, are.hereby declared gambling and criminal acts, whether the order or contract for the pretended purchase or sale of such property purports to- be offered, ■ accepted, executed, or consummated in this state of in . any other state or country: Provided, the offer to make such pretended purchase or sale of said*property is placed or given or communicated from this state ; and any person violating the-provisions of. this section shall be guilty of a .felony.” 2
[197]*197The staté statute imposed a criminal penalty for the negotiation of what was at common law an illegal contract. Compare Irwin v. Williar, 110 U. S. 499, 508-510; Embrey v. Jemison, 131 U. S. 336, 345. Under the Missouri statutes it is no defense, to a criminal prosecution that the company entered into transactions for future purchases and sales, on a contract market, even where the illegality consists in dealing' in futures on margin. State v. Christopher, 318 Mo. 225; 2 S. W. (2d) 621.3 In the case at bar the company was a party to the illegal con[198]*198tracts with its customer^; and hence it cannot recover for commissions or for advances. The. trial court accordingly was right in entering judgment for the defendants, unless the Missouri law has been- superseded by the federal act.
Third. The Grain Futures Act did hot supersede any applicable provisions of. the Missouri law making gambling in grain futures illegal. The Grain Futures Act recites in § 3 that transactions in grain involving the sale thereof for future delivery as commonly conducted on boards of trade and known as '“futures” are affected with a national public interest; that they “ are susceptible to speculation, manipulation and control ”; and that the resulting obstruction to and burden upon interstate commerce in grain and the products and by-products thereof “ render regulation imperative for the protection of such commence.” Section 4 declares that “it shall be unlawful ” to engage in such transactions except, among other things: “ (b) Where such contract is made by or through a member of a board of trade which has been designated by the Secretary of Agriculture as a ‘ contract market,’ . . . and- if such contract is evidenced by a record in writing which shows the date, the parties to such contract- and their addresses, the property covered and its price, and'the terms of delivery.”
The federal act declares that contracts for the future delivery of grain shall be unlawful unless the prescribed conditions are complied with. It does not provide that if these conditions have been complied with the contracts, or the transactions out of which they arose, shall be- valid. It does not purport to validate any dealings. Nor is there any basis for the contention that Congress occupied the field in respect to contracts for future delivery; and that necessarily all state legislation in any way dealing with that subject is, superseded. The purpose of the Grain Futures Act was to control the evils of manipulation of [199]*199prices in grain.4 Such manipulation, Congress found, was effected through dealings in grain futures. See Board of Trade v. Olsen, 262 U. S. 1, 32. Many persons had advocated, as a remedy, that all future trading be abolished.5.Congress took a less extreme position. It set up a system of regulation and prohibited all future .trading which did not comply with the regulations prescribed. But it evinced no. intention to authorize all future trading if its regulations were complied with. Both the language of the act and its purpose are clear ; and they indicate the contrary. . The Missouri law is in no way inconsistent with the provision of the federal act. It does not purport to legalize transactions which' the federal act has made illegal. It does not prescribe regulations for exchanges. Obviously, manipulation of prices will not be made easier, or the prevention of such manipulation be made more difficult, because the State has declared that certain dealings in futures are illegal and has forbidden the mainte[200]*200nance within its borders of' places where they are carried on. , Since there is nothing in the state law which is inconsistent with, or could conceivably interfere with the operation or enforcement of, the federal law, the statute of Missouri was not superseded. Compare Savage v. Jones, 225 U. S. 501, 533.6 ’
Reversed.