251 Mo. 2 | Mo. | 1913
Sometime in February, 1908, A. W. Miller, the president of the Compendium' Company, with two canvassing agents, J. F. Dangerfield and W. H. McLeod,
“general agent's appointment.
“This agreement, made and concluded the 29th day of April, 1908, by and between The Compendium Company, Inc., of Eoanoke, Virginia, party of the first part and W. B. Simmons of Salem, Mo., party of the second part.
“Whereas, the party of the first part being the-manufacturers and sellers of the ‘Simplex Farm Compendium’ and the party of the second part desires to sell said Compendium in the territory hereinafter mentioned and to acquire from the party of the first part said Compendiaras in such numbers and at such prices as hereinafter stated.
“Now, therefore, this agreement witnesseth, that for and in consideration of the sum of three hundred dollars, (a royalty on 300 ‘Simplex Farm Compendiarías,’) to be paid according to the obligations this day given by the party of the second part, said party of the first part does this day appoint the party of the*6 second part its sole and exclusive agent, to sell the ‘Simplex Farm Compendium’ in the county of Wright, State of Missouri, but not elsewhere, except as herein-, after specified, for the term of one year (1) from the date hereof, with the right to employ subagents to assist him in selling the same in said territory, hut no ‘Simplex Farm Compendiums’ at any time to he sold at retail for less than three and one-half dollars each. Also, the right of ordering all ‘Simplex Farm Compendiums’ he may want for the term of this agency directly form the manufacturers, according to contract with The Stone Printing & Manufacturing Company, of Roanoke, Va., a copy of which is hereto attached and made a part hereof. Also, to have the right and privilege, equally with first party or its agents, of selling the ‘Simplex Farm Compendium’ in the counties of Crawford, Phelps, Dent, Texas or Shannon, State of Missouri, for the time specified above; and for each two hundred ‘Simplex Farm Compendiums’ sold and ordered from the manufacturers by said second party, he shall have the right to sell the ‘ Simplex Farm Compendium’ in any unassigned county in the States of Missouri, Kansas, Oklahoma, Arkansas or Texas which he may select, for the same time as afore stated; and shall all the good territory in said States be assigned, then he shall have.the right to select any unoccupied county in the United States, without any further obligation or consideration on his part, and the first party will grant to no other agent the right to sell in such territory so selected.
“The party of the first part further agrees to furnish said party of the second part with good agricultural counties for three (3) years from this date, and also agrees to furnish him with one sample ‘Simplex Farm Compendium’ and all necessary blanks, on or about the 15th day of May, 1908, free of charge.
“No representations or statements made by any salesman, agent, or other person, in addition to what*7 is specified in this instrument, shall bind the party of the first part.
“It is mutually agreed by and between the parties hereto, that for every copy of the ‘ Simplex Farm Compendium’ sold, delivered, and collected for by the said party of the second part, or his subagents he shall receive as his commission and payment for services and the commission and services of all his subagents, the sum of two dollars and fifty cents ($2.50) on each copy so sold.
“Said party of the second part here accepts the appointment as agent aforesaid, under the terms, stipulations, conditions, and covenants in this instrument contained, and covenants, promises, and agrees upon his part to keep and perform all the covenants, conditions, stipulations and agreements herein contained to be by him kept and performed; to pay or cause to be paid all persons employed by him as subagents, and persons connected with the sale and delivery of said ‘Simplex Farm Compendium,’ and to save and keep harmless the said party of the first part from any of the aforesaid charges, claims or demands.
“In witness whereof, the parties hereto have hereunto set their hands the day and year first above written.
“The Compendium Co. Inc. (Seal)
“By A. W. Miller, Pres.
“W. B. Simmons (Seal)”
The contract of the Stone Printing & Manufacturing Company referred to and made a part of the foregoing is as follows:
“stone PRINTING AND MANUFACTURING CO.
Manufacturers of the
SIMPLEX FARM COMPENDIUM.
Reference:
Dun and Bradstreet. Roanoke, Va.
“In consideration of the money deposited with us, and other considerations, we agree with The Compen*8 drum Co., Inc., and all parties who may be authorized by the said Compendium Co. to sell the Simplex Farm Compendium, to manufacture said book in every way equal to and as perfect as the samples manufactured by us, which are carried and shown by the Compendium Co. and its agents. Said book is made of good quality of writing paper, bound in extra strong boards, best quality red leather back and'corners, and sides of the best quality blank book cloth, with gold fillet on back,' and sides stamped with special stamp of the Simplex Farm Compendium. And we further agree:
“First. That each and every copy of said Simplex Farm Compendium delivered by us shall be equal in every respect to the description given above. Defective copies may be exchanged for perfect ones.
“Second. That we will keep a sufficient number of books on hand to fill all orders promptly, in accordance with our contract with The Compendium Company.
“Third. That we will secure the most favorable rates by railroad or express, and will sell at one dollar per copy, pack and deliver on board cars in Roanoke, Virginia, in good .condition, all books sold, at the price of one dollar ($1.00) per copy. But orders will not be filled if so sold at retail for less than three dollars and fifty cents each.
“Fourth. That a failure to comply with any-of the terms of this contract will operate as a forfeiture of our rights, and we further agree to pay all parties to whom we sell the Simplex Farm Compendium all damages they may sustain by reason of our failure to keep this agreement.
“Witness our hands this eighteenth day of July, 1907.
“The Stone Printing & Manufacturing Co.
‘ ‘ By Al. A. Stone. ’ ’
Each of the agents, gave notes similar to those given by the defendant. These notes were discounted
The only defense made to the notes is that they are void because the payee had not complied with the provisions of sections 1024, 1025 and 1026 of the Revised Statutes of 1899, authorizing foreign corporations to do business in this State. The value of the book, which is a ledger containing a new and improved system of keeping farm accounts, was not questioned. On the other hand, its usefulness was highly spoken of by the witnesses for defendant.
The notes in suit constitute a part of a contract in which the defendant and maker was appointed selling agent of the payee and indorser, the Compendium Company, Inc., which is admitted to have been, at the time, a Virginia corporation, for a certain copyrighted hook called the “Simplex Farm Compendium.” The consideration of the note was this appointment and the rights accruing under it. These rights consisted, in the main, of exclusive territory in which to sell the bpok, and a guaranty that it might be purchased from the manufacturer, the Stone Printing and Manufacture ing Company at Roanoke, Virginia, at the price of one dollar per copy delivered on board the cars at that place, provided they had already been sold for three dollars and fifty cents each, but not otherwise. These terms were secured to selling agents by a contract between the Compendium Co. and the Stone Printing and Manufacturing Co., a copy of which was attached to the instrument of appointment, and made a part of it.
It is true that the statute invoked by the respondent (R. S. 1899, secs. 1024,1025,1026) required certain
The only question, then, for our consideration is whether the contract which constitutes the consideration of the notes in suit relates to commerce between the States. The fact that it may have required an office and employees to transact it is unimportant, as is held in the International Text-book case, supra. In those cases the company had elaborate facilities of that description. The test applied to .determine the character of the transaction was quoted from the opinion of Judge Sanborn in Butler Bros. Shoe Co. v. United States Rubber Co., 156 Fed. 1, 17, as follows: “Importation into one State from another is the indispensable element, the test, of interstate commerce; and every negotiation, contract, trade and dealing between citizens of different States, which contemplates and causes such importation, whether it be of goods, persons, or information, is a transaction of interstate commerce.” In those cases the company solicited contracts for the sale of “information” to be imported into the States of Missouri and Kansas to be paid for by the recipients as agreed in writing. This was held to be interstate commerce. In this case the contract is for soliciting orders for books to be imported into this State and delivered by the agents of the company ■ direct to the subscribers ordering them. We can see no difference between these cases so far as the ques
PER CURIAM. — The foregoing opinion of Brown, C., is adopted as the opinion of the court.