197 N.W. 686 | S.D. | 1924
Plaintiff’s main office is at Omaha, Neb. It maintains a branch office at Ft. Dodge, Iowa. Defendants reside at Sioux Falls, South Dakota. Plaintiff’s Ft. Dodge manager telephoned to a grain company at Sioux Falls making a bid for oats. This offer was communicated to defendants. Defendants telephoned an acceptance. Plaintiff then mailed to defendants its written confirmation of the purchase as follows:
“Omaha, Nebraska, July 21, 1922.
“L. B. Spracher & Company, Sioux Falls, South Dakota — ■ Dear Sir: We have the pleasure of confirming purchase from you today, through Fort Dodge, of 6,000 bushels No. 3 or better white oats at 35% cents, track, St. Louis,■ Missouri, Burlington weights and inspection August-September shipment. Bill grain as follows: Trans-Mississippi Grain Company, Burlington, Iowa. Draft with B-G on us at Omaha, Nebraska. To be shipped from the stations and via route taking transit at Burlington for St. Louis.
“Yours truly,
“Trans-Mississippi Grain Company’,
“Per E. J. W.”
Defendants signed and returnéd the confirmation, but erased the word “St. Louis, Missouri,” in the clause “track, St. Louis, Missouri,” and substituted the words “Chicago frt” therefor, but defendants thereafter agreed to the original confirmation. Defendants shipped one carload of 51,020 pounds from Sibley, Iowa, to Burlington, Iowa, but billed' it at 80,000 pounds, and plaintiff paid for 80,000 pounds. No’ further shipments were made. The complaint states two causes of action: One for the recovery of the overpayment; the other for damages for the breach of the contract. At the conclusion of the trial both parties having moved
The only point presented by appellants to this court for consideration is that plaintiff, a Nebraska corporation, had not complied with our foreign corporation law and therefore could not recover in this action, because the transaction was the transaction of business in this state. 'Rev.' Code 1919, § 8902. Respondent contends that the transaction was one in interstate commerce.
While the particular point- or points from, which the shipments were to be made were not specified in the confirmation, it appears from the evidence that points either in Iowa or South Dakota must have been contemplated by' the parties. From the words “track, St. Louis, Missouri,” it is clear that the contemplated terminus was St. Louis. • From' the clause “To be shipped from the stations and via route taking transit at Burlington for St. ' Louis,” interstate shipments were necessarily contemplated. We do not deem it necessary to state the details of the respective arguments. It is clear to us that the contract was one calling for shipments in interstate commerce, and the mere fact that the shipment from Sibley, Iowa, to Burlington, Iowa, was not traced further does not alter the situation. Lemke v. Farmers’ Grain Co., 258 U. S. 50, 42 Sup. Ct. 244, 66 L. ed. 458; Dahnke-Walker Milling Co. v. Bondurant, 257 U. S. 282, 42 Sup. Ct. 106, 66 L. ed. 239.
This being a transaction in interstate commerce, our foreign corporation law does not apply. Sioux Remedy Co. v. Cope, 235 U. S. 197, 35 Sup. Ct. 57, 59 L. ed. 193.
The judgment and order appealed from are affirmed.
Note. — R'eported in 197 N. W. 686. See, Headnote, American Key-Numbered Digest, (1) Commerce, Key-No. 40(1), 12 C. J. Secs. 25, 153; Corporations, 14A C. J. Sec. 3993; (2) Corporations, Key-No. 661(2), 14A C. J. Sec. 3992.
