129 Ark. 384 | Ark. | 1917
Appellant is a Minnesota corporation domiciled at the city of Winona, in that State, where it is engaged in the business of manufacturing and selling medicines, extracts and certain other articles, and it entered into a contract with appellee Johnson, who was a citizen of the State of Missouri, for the sale of its manufactured articles. The contract provided that appellant was “to sell and deliver to the party of the second part (appellee Johnson) free on board cars, at Winona, Minnesota, or at its option, at any of the regular places of shipment, any and all medicines, extracts and other articles manufactured or sold, or which may hereafter be manufactured or sold by it, at the usual and customary wholesale prices, as shown by the company’s wholesale printed price list, as the party of the second part may reasonably require for sale by him at the regular retail prices from time to time, # * * in the following described territory, excepting the incorporated! municipalities therein located, towit: “In the State of Missouri, Scott County. ’ ’
Other provisions of the written contract gave appellant the right to fix the prices of the articles to be shipped, and gave appellee the' right to return unsold articles.
The contract is substantially the same as the one construed by this court in the case of Clark v. The J. R. Watkins Medical Company, 115 Ark. 166, which this court construed to be sufficiently ambiguous to let in other testimony as to its terms, and that when construed in the light of such other testimony, it is a contract, not for the sale of the articles, but for the creation of the relation of principal and agent between the parties to the contract for the sale of the articles in given territory. In the case just cited the contract was one that was made in Arkansas, and, when supplemented by other evidence which the court allowed the jury to consider, was held to be void and unenforceable because of the fact that appellant had not complied with the laws of this State in regard to filing copies of its articles of incorporation, etc., with the Secretary of State. In the present case there is, however, no question involved concerning compliance with the laws of the State of Arkansas, for the reason that the contract was not made here, and no law of this State has been violated. The validity of the contract depends upon the question of its enforceability in the State of Missouri, and if it is valid under the laws of that State, we have no right to deprive appellant of the remedies afforded by the laws of our own State for its enforcement.
The question presented is whether the law is such in Missouri that the courts of that State would or would not enforce the contract. Appellant has complied with the laws of Arkansas since the decision in the Clark case, supra, hut has never complied with the statutes of Missouri, somewhat similar to those in force here, and, if the contract in suit be construed to be one for doing business in the State of Missouri in violation of the laws of that State, it is invalid there, and can not be enforced here. St. Louis Union Trust Co. v. Chicot County Cotton-Alfalfa Farm Co., 127 Ark. 577, 193 S. W. 69. On the other hand, if the contract is found to be valid in the State of Missouri, and not in violation of the laws of that State, it should be enforced here.
The same learned judge, speaking for this court in Matthews v. Paine, 47 Ark. 54, with reference to the enforcement of a contract made in another State, said: “And exercising that comity which exists between courts of the different States, we adjudicate the rights of the parties precisely as we understand they would be adjudicated if they were in a court of Tennessee. ’ ’
The last decision of this court on the subject was in the recent case of Dodd v. Axle-Nut Sign Co., 126 Ark. 14, 189 S. W. 663, where we reannounced the rule as to the enforcement of contracts made in other States.
Those decisions must necessarily be treated as establishing the law, except where they are in conflict with the decisions of the Supreme Court of the State. The decisions of the Court of Appeals are cited by the Supreme Court of the State as precedents. The Supreme Court of Missouri has never construed this particular contract, but it has cited with approval one of the decisions of the Court of Appeals, hereinbefore cited, in stating the rule to be applied to the interpretation of contracts as announced by the latter court. Kansas City v. McDonald, 175 S. W. 917.
We are unable, therefore, to discover any reason why we should-not accept the decisions of the Missouri Court of Appeals in settling the validity of the contract, and since we find it to be such contract as would be enforced under the laws of Missouri, where the question of its validity is controlled, it becomes our duty to see that it is enforced here. It would be a violation of that spirit of comity of which we have spoken, for us to fail to give full faith and credit to a contract made in a sister State which is valid and enforceable there. It follows that the circuit court erred in delegating to the jury the authority to interpret the contract for the purpose of determining its validity under.the laws of the State of Missouri. There is no dispute in the testimony as to the amount due to appellant under the contract, so the judgment of the circuit court will be reversed and judgment will be entered here in appellant’s favor against appellees for the amount sued for, with interest from institution of the action.