Gann v. Long & Son

WALKER, P. J. This is an action for the recovery of damages for the alleged breach of a contract of the defendant to deliver to the plaintiffs three bales of cotton, of 500 pounds each, on or before the 15th day of November, 1909, at 10 cents per pound; the complaint alleging that the defendant failed to deliver the cotton according to the contract. It was decided in the case of Sunflower Lumber Co. v. Turner Supply Co., 158 Ala. 191, 48 South. 510, 132 Am. St. Rep. 20, that a contract made by one not having a license, in a business on which a license is imposed by statute as a mean;s of raising revenue, is not invalid, unless the statute prohibits the doing of such business without a license, or vitiates all contracts made in such business by unlicensed persons or corporations. Following that ruling, it must be held that there was no error in sustaining the demurrer to the plea setting up that the contract sued on was illegal and void because of the failure of the plaintiffs, whose principal business was alleged to be buying and selling cotton, to pay a license as required by law. It is plain that the license required by subdivision 27 of section 2361 of the Code to be paid by “each person, firm, or corporation whose principal business is buying cotton” is a revenue measure, pure and simple. It needs no argument to acquit the Legislature of any purpose to mafie the business of buying cotton a criminal occupation. The statute does not purport to invalidate an ordinary contract for the purchase of cotton by an unlicensed buyer. It is familiar law that products of the soil yet to be grown or acquired may be the subjects of a valid agreement to sell.—Robinson v. Hirschfelder, 59 Ala. 503. The feature in such a contract which gives it the character of a prohibited dealing in “futures” is the existence of an agreement or understanding between the par [277] ties, at the time the contract is entered into, that there shall be no actual purchase and delivery of the articles named, but that the. transaction is to be settled on the basis of the market price at a date in the future, the losing party to pay the other the difference between the market price and the price named in the contract.—Code, § 3349; Western Union Tel. Co. v. Chamblee, 122 Ala. 428, 25 South. 232, 82 Am. St. Rep. 89; Perryman v. Wolffe, 93 Ala. 290, 9 South. 148; Hawley v. Bibb, 69 Ala. 52. The existence of this invalidating feature in the contract sued on was not alleged in either of the defendant’s pleas which sought to impeach it as an illegal future contract. The demurrers to those pleas were properly sustained. There is no merit in the suggestion that the contract sued on is to be regarded as incomplete, or as lacking-in mutuality, because it was not signed by the plaintiffs. The acceptance by the plaintiffs of the defendant’s obligation, evidenced by his signature to the writing, dispensed with anything further to be done to render it a complete contract. The price to be paid by the plaintiffs was the consideration moving from them to support the defendant’s promise.—Whatley et al. v. Reese, 128 Ala. 500, 29 South. 606; Fulenwider v. Rowan et al., 136 Ala. 287, 34 South. 975; Ross v. Parks, 93 Ala. 153, 8 South. 368, 11 L. R. A. 148, 30 Am. St. Rep. 47; Bishop on Contracts, §§ 76, 78. The evidence without dispute showed a breach by the defendant of a valid written contract, and the court Avas not in error in giving the general charge requested by the plaintiffs. Affirmed.