167 Ill. 360 | Ill. | 1897
delivered the opinion of the court:
It is not claimed by appellee that the contract between the parties is in any way invalid, nor that it was not in force and binding upon them at the time the sale was made by him to the Pioneer Construction Company. His contention is, that only sales negotiated within the State of Illinois are covered by the terms of the agreement; that the evidence in this case shows that the sale in question was contracted in Hobart, Ind., and therefore plaintiff failed to make out a case entitling it to recover. Upon that theory the circuit court took the case from the jury, and on that ground alone the Appellate Court affirmed its judgment. We think there was evidence before the jury tending to prove that the sale was actually made in Illinois, and that what was done in Indiana by way of closing up the deal was, on the part of appellee, for the purpose of evading the terms of the contract, and therefore, even under the court’s construction of the agreement, the question whether the sale was made within the State of Illinois should have been submitted to the jury under proper instructions.
But however that may be, there was evidence introduced upon the trial strongly tending to prove, if not establish, the fact, that at the time the sale was made appellee knew and fully understood that the lumber was being purchased by a Chicago company, to be used within the State of Illinois. The orders received by him from the Pioneer company, the acceptance of which he contends constituted the sale, plainly show that the lumber was to be used in the construction of the Young Men’s Christian Association building and the Historical building, in the city of Chicago. At least that question should have been left to the jury, unless it can properly be treated as wholly immaterial. In other words, the ruling of the circuit court in directing the jury to return a verdict for the defendant can, under the evidence in this record, be sustained upon no other theory than that under a proper construction of the contract the plaintiff could only recover upon proof that the contract of sale was actually entered into within the boundaries of the State of Illinois. That is to say, although the defendant sold the Pioneer company, engaged in business in Chicago, the material in question, fully understanding and intending that it was to be taken there and used in the construction of buildings in this State, still the plaintiff could not recover a royalty for such sale unless it could also prove that the terms of the contract or bargain between the defendant and purchaser were made and concluded within the territorial limits of Illinois. Such a construction of the agreement we regard as unreasonable, and unauthorized by its terms.
In our opinion the fact that the sale may have been, technically speaking, made in Indiana, or that for certain purposes it would be treated as a contract entered into there, is not of controlling importance in determining the rights of these parties. If the defendant made sales to parties doing business within the State of Illinois, knowing that the material was to be brought to this State and here used, we think he is liable to the plaintiff under his agreement for the royalty, no matter where the mere terms of the sale were agreed upon. In this as in all other contracts, due regard must be given to the object of the parties in entering into it, as well as the language employed, in arriving at its proper construction. The defendant agreed to “at once commence to sell or apply, or to sell and apply, or to make all reasonable efforts to sell or apply, within the State of Illinois, and thereafter during the existence of the agreement to sell or apply, within the State of Illinois, such product, to the extent that his facilities and opportunities may enable him to do so, and that he will at all times keep accounts,” etc.; also, that he would pay to the party of the first part one dollar for each and every ton so sold. It thus clearly appears that it was the intention of the parties, in making the contract, that the party of the second part should sell within Illinois to the extent of his facility and opportunity to do so, and it cannot be reasonably said that he could, in the face of that agreement, use such facilities and opportunities for selling the product to be used in this State, and at the same time escape liability to pay the royalty to plaintiff by simply making the contract of sale out of the State. It is wholly immaterial that, in the absence of the contract, be would have had the right to sell in the State of Indiana, to be used in Illinois. If he had desired to conduct his business upon that legal right he might undoubtedly have done so; but having contracted that right away, and agreeing to use his facilities and opportunities to sell within this State, he must be held bound by his obligation.
It is said the Pioneer company might have sent the material purchased by it to Alaska or Canada, and there applied it. So it .might have done if the contract of purchase had been made in Chicago or any other place within this State,—that is, if the contract had been made in Chicago the purchasers might have ordered the material sent to a place not within the limits of this State; and yet, if the place where the contract of sale was entered into is to control the right of the plaintiff to the royalty, the defendant would have been liable.
It is insisted, also, that appellee had the right to sell in Indiana, and was not bound to know where the material was to be taken or used, and the fact that the purchaser chose to bring it to this State would not make him liable. Again we say, that is not this case. Here, we repeat, the evidence tended to prove that he knowingly made the sale to a Chicago dealer, to be used in buildings there.
After a careful consideration of this contract and the evidence in this record we are clearly of the opinion that the circuit court erred in taking the case from the jury and peremptorily instructing it to find a verdict for the defendant, and that the Appellate Court erred in affirming that judgment. The judgment of the latter court and of the circuit court will accordingly be reversed and the cause will be remanded to the circuit court, with directions to proceed according to the views herein expressed.
Reversed and remanded.