National Cash Register Co. v. Paulson

Opinion of the court by Giulutte, J.: It is manifest from the foregoing record that but a single question is presented to this court for determination, viz: Are the rights of the parties to this controversy to be governed and determined by the law of the Territory of Oklahoma or by that of the state of Arkansas? Tinder the statement of facts above set out there can be no question but that this was originally an Arkansas contract, made and to be performed in the state of Arkansas. *210 In Clark on Contracts, page 610 et seq. it is said: “A contract may be discharged by the substitution of a new contract;” and this results “Where new terms are agreed upon, in which case a new contract results, consisting of the new terms and of the terms of the old contract which are consistent with them.” Upon the removal of the property in question to El Reno O. T., a new arrangement was entered into between the parties which is evidenced in the statement of fact? in the following words: “That after removal of said cash register from Little Rock, Arkansas, to El Reno, Oklahoma, plaintiff learned of its removal to Ei Reno, and consented that the same might bo ■retained by Sanders and used in .his place of business in EL Reno, Oklahoma, and changed the place of making said notes from Little Rock, to El Reno, O. T., and thereafter plaintiff collected from said Sanders one of the above mentioned notes for the purchase price of said register, at'El Reno, O. T. Tf this language means anything it means that the notes then remaining unpaid, were made at El Reno to be paid nt El Reno, O. T. Plaintiff in error admits this in his brief, but urges that there was a contract left back at Little Rock, Arkansas, which was not affected by this change in the place of making the notes. If this contention be conceded, we do not perceive how the situation is altered or the plaintiff benefited thereby. At the utmost this would only show a contract made in Arkansas to be performed in Oklahoma, which under our own statute would be an Oklahoma contract. Wil. Ann. Stat. vol. 1, page 315, sec. 797. But we are not inclined to consider that there was any contract left in Arkansas not affected by the new agreement in reference to the notes. There was *211 but one contract, and the terms of that were printed upon and made a part of the notes which were made at El Reno to be paid at El Reno. Clearly so far as the notes were concerned or any contract connected with them at the time of bringing this action, it was an Oklahoma transaction and governed by the provisions of our statute, viz: “That any and all instruments in writing, or promissory notes now in existence or hereafter executed, evidencing the conditional sale of personal property, and that retains the title to the same in the vendor until the purchase price is paid in full, shall be void as against innocent purchasers, or the creditors of the vendee, unless the original instrument, or a true copy thereof, shall have been deposited in the office of the register of deeds in and for the county wherein the property shall be kept, and when so deposited!, shall be subject to the law applicable to the filing of chattel mortgages; and any conditional verbal sale of personal property, reserving to the vendor any title in the property sold, shall be void as to creditors and innocent purchasers, for value.” Wil. Ann. Stat. 4179. Had this statute been heeded, this action would never have arisen. The case of the Greenville National Bank v. Evans-Snyder Buel Co., is not applicable to the facts in this case, nor are the views herein expressed in conflict with that case. The note was then an Arkansas contract pure and simple and under the comity of states would have been enforced in this Territory. But when it entered into the new arrangement at El Reno, O. T. and changed’ the place of making and place of payment of the notes, it thereby substituted the new contract in place of the old one, and thereafter the trans *212 action was purely an Oklahoma contract, as if there had never been any other. For the same reason, the case of Burnett Bros. v. Tamm. 62 Pac. 708, a Montana case cited by plaintiff is not applicable to the facts as stipulated in this case. We find no error in the record, and the judgment of the court below will be affirmed. Irwin, J., who presided in the court below not sitting; all the other Justices concurring.