LEHIGH VALLEY COAL COMPANY v. J. K. GILMORE and Another

Minnesota Supreme Court1904-12-16No. Nos. 14,035—(136)

93 Minn. 432

Summary · law.co

Holding. The judgment for Lehigh Valley Coal Company is affirmed. The court held that sufficient evidence established an express contract for the sale and delivery of coal, the statute of frauds defense was overcome by part performance, and the defendants forfeited their right to challenge the plaintiff's capacity to sue by failing to raise that defense in their answer.

Lehigh Valley Coal Company, a Pennsylvania corporation doing business in Minnesota, sued to recover payment for coal sold and delivered to the defendants. The defendants admitted receiving the coal but claimed it failed to match a sample shown before the sale and was therefore inferior in quality. The trial court ruled in favor of the plaintiff.

On appeal, the defendants raised several objections: that no enforceable contract existed, that any contract was implied rather than express, that the sale violated the statute of frauds because the value exceeded fifty dollars, and that the plaintiff had not complied with Minnesota's requirements for foreign corporations to conduct business in the state. The appellate court rejected each argument. The evidence supported the existence of an express contract, the defendants' own admission of ordering and receiving the coal confirmed performance, and partial performance by delivery removed the transaction from the statute of frauds. Regarding the foreign corporation defense, the court found that the defendants had failed to raise this objection in their answer and were therefore barred from asserting it on appeal, as the law presumes compliance with applicable statutes absent an affirmative allegation of non-compliance.

Summary generated by law.co from the public-domain opinion. The opinion text itself is public domain.

Key issues

Whether evidence proved an express contract for sale of coal
Application of the statute of frauds to a contract for property exceeding fifty dollars
Whether partial performance excuses compliance with the statute of frauds
Procedural bar against raising foreign corporation compliance defense when not pleaded in answer

Procedural posture

The defendants appealed from a judgment entered by the trial court in favor of the plaintiff following a bench trial, after the trial court denied their motion for a new trial.

Authorities cited

No cited authorities resolved to law.co cases yet.

Opinion · public domain

majority opinion

BROWN, J.

Action to recover the value of certain coal alleged to have been sold and delivered by plaintiff to defendants, in which, after trial before the court below without a jury, plaintiff had judgment, from which, after motion for a new trial, defendants appealed.

The complaint alleges that plaintiff, a foreign corporation duly created and existing under the laws of the state of Pennsylvania, and lawfully doing business in the state of Minnesota, at the times stated therein sold and delivered to defendants, at their special instance and request, goods, wares, and merchandise, consisting of coal of the agreed price and value of $121.89, for which amount, with interest, judgment was demanded. The answer admits the sale and delivery of the coal, but alleges in defense that it was sold by sample; that prior to the time of the contract plaintiff exhibited to defendants a sample of coal, and that plaintiff agreed to deliver to defendants coal of the samé kind and quality as the sample; and that the coal in fact delivered was not of the quality represented by the sample, but was inferior thereto, and defendants refused to accept it.

Defendants contend (1) that the evidence wholly fails to show a contract between the parties for the sale and delivery of the coal in question ; (2) that, if a contract is shown, it is a different one from that alleged in the complaint; that the complaint alleges an express contract, and at most the evidence shows only an implied contract; (3) that the contract was void, being for the sale and delivery of property of a greater value than $50, under the statute of frauds; and (4) that no evidence was offered to show that plaintiff had in any manner complied with chapter 69, p. 68, or chapter 70, p. 71, Laws 1899, prescribing conditions on which foreign corporations may do business in this state.

Our. examination of the pleadings and evidence contained in the record leads to the conclusion that the evidence is amply sufficient to sustain the findings of the trial court to the effect that an express contract was made and entered into by the parties for the sale and delivery of the coal in question. The answer admits that defendants ordered the coal, and that, in pursuance of the order, plaintiff delivered it to them. There was therefore no failure of proof on this subject, nor a variance between the allegations of the complaint and the evidence.

There is no merit in the contention that the contract was void under the statute of frauds. While the value of the coal contracted for exceeded the sum of $50, there was a part performance of the contract on plaintiff’s part by the actual delivery of the coal, which took it out from the operation of the statute.

Plaintiff is a foreign corporation, created and existing under the laws of the state of Pennsylvania, and there was in fact no evidence that it had complied with the statutes above referred to; and for this reason defendants urge that no recovery can be had by it. We do not concur in this contention. Plaintiff alleged in its complaint that it was a foreign corporation lawfully doing business in the state of Minnesota, but defendants did not answer, or at any time during the trial make the point, that it had failed to show a compliance with the statutes prescribing conditions upon which it might do business in this state. The presumption is that plaintiff had complied with the law. We so held in the case of Rock Island Plow Co. v. Peterson, supra, page 356. It was clearly incumbent upon defendants affirmatively to allege in their answer a failure on the part of plaintiff to comply with the statutes on this subject, and, having failed to do so, the defense is not available to them. The objection goes to the right of plaintiff to maintain the action, and, want of capacity not appearing on the face of the complaint, it could only be raised by answer. 15 Enc. Pl. & Pr. 471; State v. Torinus, 22 Minn. 272.

We have considered all the other assignments of error discussed in appellants’ brief, and find no reason for reversing the judgment apr’^aled from, and it is affirmed.

Tudgment affirmed.