Alvord v. Latham

31 Barb. 294 | N.Y. Sup. Ct. | 1859

By the Court, Pratt, J.

This action was brought by the plaintiffs against the defendants upon drafts and notes accepted and made by them, and for money received by the latter for salt sold by them on commission, for the plaintiffs. The plaintiffs were partners, doing business in the city of Syracuse, under the style and firm of “ The Salt Dealer’s Company.” Their business, as specified in the articles of copartnership, was the purchase and sale of salt made on the “ Onondaga Salt Springs Reservation.” The defendants were a firm in the city of Oswego, whose business was “ forwarding, commission and dealing in coal, salt, water-lime and other things.” • The consideration of the drafts and notes was money received by the defendants for salt sold by them for the plaintiffs. The salt was obtained by the plaintiffs upon a contract made by them with certain corporate companies located in the city of Syracuse, which the referee found were organized for the purpose of increasing, regulating and fixing the price of salt, and the amount of the same to be manufactured, and were therefore illegal. He also found that the contract between the plaintiffs and those companies was made to carry out the same illegal purpose, and was also void; but that the contract of partnership between the plaintiffs themselves was not made for that or any illegal purpose. The defendants interpose two objections to the plaintiffs’ right to recover. First, that the contract between the plaintiffs and the corporate companies was void. And secondly, that the contract with the defendants was in restraint of trade, and void. Upon the first objection it is not perceived how the fact that the plaintiffs' acquired the salt through an illegal contract, can affect then-rights as against the defendants. The illegal contract having been executed by the delivery of the salt to the plaintiffs, they became vested with the title to it, at least so far as the defendants were concerned. And whether the contract of the plaintiffs’ partnership was entered into for an illegal purpose, cannot affect the question. After the salt became their own, they surely had the right to sell it; and having that right, they had the right to employ the defendants to sell it for them. The defendants, by such employment, became in nowise privy to the contract between the plaintiffs and other companies. Their undertaking to sell the salt for the plaintiffs upon commission was upon a new and distinct consideration, having no actual or necessary connection with such original contract. They are not therefore in a position to question the plaintiffs’ title to the salt. The second objection is also untenable. It was entirely competent for the plaintiffs to impose upon their agents in Oswego such restrictions as they might deem necessary, to restrain them from interfering with their agencies in other parts of the country. And if those restrictions could be deemed in restraint of trade, and therefore not binding upon the defendants, I cannot conceive how that would give them the right to retain money in them hands which it is conceded belongs to the plaintiffs, and which they had collected as the agents of the plaintiffs.

[Onondaga General Term, July 5, 1859.

I think the judgment should be affirmed, with costs.

Pratt, Bacon, W. F. Allen, and Mullin, Justices.]