Rattan Specialties of Puerto Rico, Inc. v. Toby's Interiors, Inc.

6 V.I. 632, 1968 V.I. LEXIS 3
CourtMunicipal Court of The Virgin Islands
DecidedOctober 23, 1968
DocketCivil No. 766-1967
StatusPublished

This text of 6 V.I. 632 (Rattan Specialties of Puerto Rico, Inc. v. Toby's Interiors, Inc.) is published on Counsel Stack Legal Research, covering Municipal Court of The Virgin Islands primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Rattan Specialties of Puerto Rico, Inc. v. Toby's Interiors, Inc., 6 V.I. 632, 1968 V.I. LEXIS 3 (vimunict 1968).

Opinion

JOSEPH, Judge

MEMORANDUM OPINION

Plaintiff and Cross-defendant, Rattan Specialties of Puerto Rico, Inc., hereinafter referred to as plaintiff, is a manufacturer of rattan furniture in Puerto Rico. Defendant and Cross-plaintiff, Toby’s Interiors, Inc., hereinafter referred to as defendant, is a Virgin Islands corporation engaged in the interior decorating and retail furniture business in St. Croix. The-principals of the two business firms are, respectively, Rene Lopez-Duprey, president of Rattan Specialties, Inc., and Wayne A. Schoyer, president of Toby’s Interiors, Inc., both of whom appeared as witnesses on behalf of their companies. Mr. Schoyer is also known as, and referred to throughout the testimony as Toby Schoyer.

[634]*634In 1958, when Mr. Schoyer was employed by Rasmussen Associates, Inc., that firm entered into an agreement with plaintiff whereby it was agreed that it would be the exclusive representative for plaintiff for the island of St. Croix. This agreement is evidenced by, and its terms set forth in, a series of three letters which have been placed in evidence herein, without objection, as plaintiff’s exhibit number 1. They consist of a letter of October 15, 1958, from plaintiff to Mr. J. Rasmussen, a reply dated October 18, 1958, from Mr. Rasmussen of Rasmussen Associates, Inc., and plaintiff’s response of October 28, 1958. These letters confirm an agreement which had been made orally at an earlier meeting between Mr. Rasmussen, Mr. Duprey and Mr. Brewerton, plaintiff’s sales manager, and further define certain of its terms. Apparently plaintiff and Rasmussen Associates, Inc., operated under the terms of this agreement until June or July, 1964, at which time Mr. Schoyer, Mr. Duprey and Mr. Norman Smith formed a business enterprise which was later incorporated as Toby’s Interiors, Inc., in which the gentlemen named held the capital stock. At the time of the formation of this enterprise it was agreed between plaintiff and the incorporators that the exclusive representation then held by Rasmussen Associates, Inc., would be given to the new corporation, defendant, under the same terms and conditions as had previously existed with Rasmussen Associates, Inc.

The facts as above stated are not disputed by the parties hereto, or either of them. At this point, however, plaintiff’s witness, Mr. Duprey, testified at the trial that there was one exception made in the adoption of the Rasmussen agreement and that was that the agreement could be terminated at any time either party thought it should be. Mr. Duprey, in giving his deposition prior to trial, stated, however, that the agreement was “that we would continue to function in exactly the same way as we had functioned [635]*635before with Rasmussen Associates”, and Mr. Schoyer has testified that there was no agreement or discussion concerning a variation in the Rasmussen agreement insofar as its termination was concerned or otherwise. As Mr. Schoyer pointed out, Mr. Duprey was his “partner” and “why should he agree to terminate the contract to buy his furniture?”. The court accordingly finds that there was no variation of the Rasmussen agreement when it was adopted by the parties hereto, and that the provisions with respect to termination are set forth in paragraph numbered 1 of Mr. Rasmussen’s letter of October 18, 1958, to plaintiff, as follows:

“. . . the agreement . . . will be subject to discontinuance only by mutual conference, and, say 90 days notice from either side.”

This point is material, as will subsequently appear.

The agreement between the parties, made as noted above, is not disputed. On all sales made directly by defendant it would receive as a commission the difference between the wholesale price and the retail price. It was contemplated that this would be at the usual retail price of fifty percent more than the wholesale price, but it was recognized that in some “extreme cases” (see plaintiff’s letter of October 28, 1958, to Rasmussen Associates, plaintiff’s Exhibit 1) discounts would be given the purchaser for volume sales which would reduce the retail price and lessen the defendant’s commission accordingly. Each such case was to be reported to the dealer. The same commission was to be paid when sales were made by plaintiff in its San Juan showrooms for shipment to St. Croix. When sales were made by plaintiff to hotels on St. Croix a ten percent commission was to be paid to defendant (see deposition of Rene Lopez-Duprey, pages 4 and 5, admitted in evidence as plaintiff’s exhibit 5). A further provision was made, the precise terms of which are disputed by the parties, concerning sales made through decorators outside of St. Croix. The court finds [636]*636as a matter of fact that defendant’s version of this part of the agreement is the correct one, as evidenced by the Rasmussen letter of October 18, 1958 (plaintiff’s exhibit 1), which states at the top of page two:

“4. It is also agreed that as exceptions to point (3) should be cases where you have orders on hand through your present connections, and where an Interior Decorator with whom you have dealt before on St. Croix business places further orders. However, should new decorators establish themselves over here (or architects) and should place orders for shipments to St. Croix, then we feel we should be protected.”

Operating under the terms of this agreement the parties have conducted an active business relationship which has, in fact, continued to the date of the trial. In 1966 Mr. Schoyer purchased Mr. Duprey’s stock in defendant corporation and an element of disagreement arose between the parties. In 1965 plaintiff made a sale of furniture in the amount of $5,550 to the St. Croix by the Sea Hotel. The hotel was engaged in building a large addition and in this connection employed Mr. and Mrs. William Sigal as architect and decorator, respectively. Mr. Schoyer approached Mr. St. Claire Childs, Mr. Sigal’s associate, concerning the purchase of furniture for the new addition. Thereafter he flew to San Juan in Mr. Child’s private plane with him, Mr. and Mrs. Eric Lawaetz, owners of the hotel, and Mr. Bredemeier where, with Mr. and Mrs. Sigal, they visited plaintiff’s showrooms to inspect its furniture and to meet Mr. Duprey. Although Mrs. Sigal may have been in plaintiff’s showrooms previously, Mr. Duprey had no knowledge of meeting her before this time and neither she nor her husband had dealt with his firm on prior occasions. From this meeting and subsequent negotiations it developed that Mr. Sigal designed some items of furniture which were manufactured and sold by plaintiff to St. Croix by the Sea and total sales amounting to $5,550 and at a [637]*637later date $5,560 were made. In April, 1965, and again in December of that year defendant wrote plaintiff claiming a commission on the sale to the St. Croix by the Sea Hotel. Plaintiff has justified its refusal to pay defendant for this sale upon the contention that inasmuch as Mrs. Sigal is a San Juan decorator no commission is due. This is contrary to the agreement of the parties. Mrs. Sigal was not a “decorator . . . with whom [plaintiff had] dealt before on St. Croix business.”

On May 1, 1967, plaintiff wrote defendant (plaintiff’s exhibit 9) calling attention to the fact that defendant’s account with plaintiff had an outstanding balance of $12,700.03 and setting forth a plan for payment. Defendant replied by letter dated May 29, 1967 (plaintiff’s exhibit 5), stating, among other things, that plaintiff owed it commissions for sales of furniture to St.

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6 V.I. 632, 1968 V.I. LEXIS 3, Counsel Stack Legal Research, https://law.counselstack.com/opinion/rattan-specialties-of-puerto-rico-inc-v-tobys-interiors-inc-vimunict-1968.