Ritchie v. National Nic-Nac Stores, Inc.

STEPHENS, P. J. A money judgment was made and entered in favor of plaintiff against both defendants. G. L. Veatch alone appeals. The complaint was filed May 21, 1932.

The plaintiff and respondent herein is the assignee of The Lamson Company, Inc., a corporation. As the facts relate to this company and not to the nominal plaintiff we shall refer to plaintiff-respondent as The Lamson Company.

The National Nic-Nac Stores, Inc., was a corporation conducting a so-called chain store business of merchandising. [486]G. L. Veatch was the owner of 99/100ths of the stock, was a director and president thereof, controlled it completely while other members of his family made up the directorate.

Under the date of May 10, 1929, The Lamson Company submitted a detailed contract and plan for the installation of a pneumatic tube service in one of the “Nic-Nac Stores" to “National Nic-Nac Stores Inc.” at the bottom of which is the following paragraph: “The foregoing proposal is void at the option of the contractor (Lamson Company) unless accepted within 10 days from date and is subject to the approval of an executive officer of the contractor, at Syracuse, New York. Submitted May 11, 1929. The Lamson Company, Inc., A. M. Coqueugnoit, Selling Representative."

Another document, in effect an agreement between the parties covering the proposals in the document dated May 10, 1929, was signed as follows, “National Nic-Nac Stores, Inc. By G. L. Veatch, President who represents that he is duly authorized to sign this agreement. (Corporate Seal) Accepted at Syracuse, N. Y. May 24, 1929. The Lamson Company Inc. By F. D. Weeks Asst. Treasurer. (Corporate seal) ’ ’. This later document was signed by Nic-Nac Stores and Veatch at the same time as the other document was signed, to wit, May 10, 1929.

It seems too obvious to argue about it that these two documents are actually but parts of one agreement and that they became effective as a contract when accepted by the eastern company on May 24, 1929. This was the trial court’s finding and is important principally because appellant claims the statute of limitations runs from May 10th instead of from May 24th. We think the statute began running on the later date, as the trial court found.

In view of the issues upon this appeal, it will be well to here state that the service of the tube installation and not the apparatus installed, was sold or rented for a ten-year term payable '$165 quarterly in advance and that the contract contains the following provision: “These presents are upon the condition that in the event of a breach by the User of any of the covenants or agreements herein contained, or if during the term of this agreement, or any extension thereof, bankruptcy or insolvency proceedings are com