Southern Cotton Oil Co. v. Knox

SAYRE, J. This case went to the jury on counts 1 and 2 the general issue, and special pleas 6 and 7. Plaintiff, appellant, sued for a breach of the contract which will appear in the report. Plaintiff and the Farmers’ Gin & Compress Company, a corporation, were principals to the contract. Defendants had guaranteed its performance by the Gin & Compress Company. In count 1 plaintiff alleged, in substance, that the Gin & Compress Company’s ginner had fraudulently issued a large number of the seed tickets, provided for in the contract, for which no cotton seed had been purchased, and that these tickets had been subsequently cashed by plaintiff in ignorance of the facts. In the second count the claim was that the gin company had in like manner been paid $150 more than it had earned under its contract, in that it had not purchased as much as 500 tons of seed during the season. Special plea 6 alleged with circumstantial detail that the contract in ques *696 tion was null and void because the parties had entered thereinto for the purpose of fixing the price of cotton seed in Andalusia and vicinity in violation of section 7579 of the Code. Plea 7 alleged with similar detail a violation of section 7581 of the Code, which undertakes to punish any person or corporation which shall destroy, or attempt to destroy, competition in the sale of any commodity. Theré was evidence going to show that plaintiff had a contract with J. A. Prestwood similar to that with the Gin & Compress Company; that plaintiff, Prestwood, and the gin company operated gins at Andalusia and were engaged in buying cotton seed; that plaintiff was engaged in manufacturing cotton seed products, while Prestwood and the gin company purchased seed for resale; that Prestwood and the corporations named purchased the large bulk of the seed sold at Andalusia, though there were two or three trading firms, not ginners, who purchased seed in a small way;'that there were gins where seed was purchased at a number of towns in the neighborhood, ranging from 5 to 12 miles away. There was also evidence from which the jury may have inferred that the contracts between plaintiff, on the one hand, and Prestwood and the gin company, on the other, were kept under cover to this extent at least, that persons who sold their seed to Prestwood and the gin company were not given to understand and did not know that they were selling in fact to the plaintiff. This, along with the terms of the contract, is a shorthand rendition of the evidence on the issues raised by the special pleas. Appellant insists that neither the facts alleged in the pleas nor the evidence in support thereof warranted the conclusion that the contract violated either of the sections of the Code to which reference has been made. [1,2] After stating the facts, we hardly need to do more than refer to the decision and opinion of this court in Arnold v. Jones Cotton Co., 152 Ala. 501, 44 South. 662, 12 L. R. A. (N. S.) 150. There is no need to repeat what was there said. Our judgment upon due consideration is that both the allegations of the pleas and the evidence in support thereof justified the rulings and findings as to law and fact in the trial court. The court held on the facts pleaded and the jury were authorized to find from the evidence that the contract between the parties was entered into with sinister purpose, and operated as an unlawful restriction upon competition in the purchase, and necessarily therefrom in the sale, of cotton seed at Andalusia, and was punishable under either section 7579 or 7581 of the Code, which, in those features involved in this cause, come to much the same thing. As for anyi action sought to be maintained on the contract, the law will leave the parties severely alone, to abide the consequences of their illegal conduct. Lea v. Cassen, 61 Ala. 312. [3,4] Appellees were parties to the contract in that they undertook to guarantee the gin company’s performance of its engagement in all respects, and they are sued alone; but we do not see that they stand on any worse footing than the other parties. Ai>pellant was also a party, and its suit is prosecuted in necessary reliance on the original illegal contract as much so as if it had been brought against the gin company. The contract is of the essence of the cause of action stated in counts 1 and 2 and sought to be established in the proof. It is one, inseverable, and altogether illegal. For this reason no suit could be maintained upon it. Nor could any action be sustained against these appellees on the common counts, this for the reason that they were not shown to have received any of the money which appellant was by fraud or mistake induced to pay; the fraud being charged against an agent of the gin company. The gin company, a corporation, had received a part of the money sued for, and defendants were stockholders in that company, but it was a distinct entity from its stockholders, and must be considered separate and apart from them. Moore & Handley Hdw. Co. v. Towers Hdw. Co., 87 Ala. 206, 6 South. 41, 13 Am. St. Rep. 23. The rulings in the trial court, charges to the jury included, were all in conformity with what we have said. Affirmed. ANDERSON, C. J., and GARDNER and THOMAS,, JJ., concur.