Bank of Yolo v. Sperry Flour Co.

BEATTY, C. J.—

The defendant is a California corporation, having its principal place of business in San Francisco. This action was commenced in the superior court of Yolo County, to recover money alleged to have been advanced to the defendant at its request and upon its promise to repay the same on demand. The defendant at the time of appearing in the action demanded a change of the place of trial to the city and county of San Francisco, upon the ground that it had not been sued in the proper county. The motion, subsequently made in pursuance of this demand, was overruled, and this is an appeal from that order.

The plaintiff had a right to commence the action in the county where the contract was made or where it was to be per

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formed. (Const., art. XII, sec. 16.) But appellant contends that the evidence upon which its motion was submitted clearly showed that the contract, if any contract was ever made, was neither made in Yolo County nor to be performed there. What the evidence does show is, that the cashier of plaintiff at Woodland, in Yolo County, called up the agent of defendant at Sacramento by telephone, and in effect offered to advance a certain sum of money to the purchaser of a lot of wheat (said to have been purchased for account of defendant) if defendant would agree to honor his draft for fourteen hundred dollars. To this proposition the agent of defendant answered by telephone that they would honor the draft. The plaintiff then advanced to the purchaser of the wheat the money which it seeks in this action to recover, and drew upon defendant for the fourteen hundred dollars, which draft was duly honored.

The question we have here to decide is not whether the evidence upon which the motion was submitted was sufficient to establish- an agreement to repay to the bank the money advanced to the purchaser of the wheat. That is an issue which must await the trial of the cause. We have only to determine whether the contract alleged, if made at all, was made in Yolo County, or, if not made there, was to be performed there.

We are inclined to hold, upon the facts stated, that in legal contemplation the contract was made in Sacramento County. A contract is supposed^ to be made at some nlace^-and- th place where it becomes complete is the place where it is made. If a contract is made by exchange of letters or telegrams, it is held to have been made at the place where the letter is mailed, or telegram filed, containing an unconditional acceptance by one party of the offer of the other. If the communications are oral, either with or without the telephone, between parties on opposite sides of a county line, the_same principle would seem to require that the contract should be deemed to have been made in the county where the offer of one is accepted by the oilier—in this case in Sacramento.