
    RIGHTS CONFERRED UNDER. EXCLUSIVE TERRITORIAL GRANTS TO AGENTS.
    Common Pleas Court of Montgomery County.
    H. F. Van Cleave v. The Speedwell Motor Car Co.
    Decided, February 3, 1914.
    
      Contracts — Granting the Exclusive Right of Sale within Prescribed Territory — Pertain to Territory and Not to Persons — Sales Not Covered Where Made to Residents of the Prescribed Territory by Other ¿.gents in Other Territory.
    
    Under a contract between a manufacturer and an agent, whereby the agent is granted the exclusive right to sell the product of the manufacturer “during the term of this contract in the following territory,” the exclusive rights conferred have reference to territory and not to persons, and the agent is not entitled to commissions on sales made by the manufacturer-or another agency of the manufacturer outside of the prescribed territory but to persons resident therein.
    
      B. C. Patterson, for plaintiff.
    
      McMahon & McMahon, contra.
   Snediker, J.

Plaintiff’s claim is that while he was the agent of the defendant company, with'exclusive right to sell its motor cars within his territory in the state of Missouri, another agent of the defendant, the Speedwell Motor Car Company of Illinois, sold to prospective purchasers with whom he had negotiated, and who lived within his exclusive territory so contracted to him, three of the cars of the company. He claims that under his contract he is entitled to the commissions for such sales. The defendant denies that either the plaintiff or the Illinois company was its agent, and denies that the cars were sold and delivered in the limits of plaintiff’s territory; admits the delivery of the .ears in the state of Illinois to the order of one Gavin living in that state, and claims that the ears were sold to Gavin by the Illinois company without any knowledge, on defendant’s part of any invasion of the plaintiff’s territory.

Our first consideration is of the contract between the plaintiff and the defendant. Whether plaintiff was in fact an agent of the defendant, or an independent dealer, can not, in our opinion, materially affect the rights under the agreement of exclusive territory. In either event the meaning and scope of that clause of the contract must be gathered from its terms, which are as follows:

"4th. The manufacturer hereby grants to the dealer the ex-exclusive right to sell Speedwell motor cars, and parts thereof, during the term of this contract in the following territory,” etc.

Í

In granting such exclusive rights the company must have intended, and plaintiff must have understood, that so far as the company was concerned, no other person would be allowed to procure from it, or through its agents, a machine of the make specified, as a purchaser within the given territory. The company can not be construed to have contracted with respect to conditions beyond its control, nor to have intended to preclude itself from the conducting of business within other territorial limits-. In other words, the exclusiveness of rights is territorial within fixed boundaries. It is not with respect to persons resident in a territory. It relates to place and not to individuals residing within the place.

Tt must have been on such considerations that the court held as it did in the 163 Cal., 102, in the case of Haynes Auto Company v. Woodill Auto Company, of which the syllabus is as follows:

"Tn the absence of any trade usuage to the contrary, an agent to whom a manufacturing concern has given the exclusive sale of its products within a given territory, is not entitled to a commission on a sale made by the manufacturer outside of such territory to a resident thereof. ’ ’

In the case at bar no such trade usage has been pleaded, and, therefore, no claim can be based thereon.

In 97 Ark., page 502, in the ease of Gay Oil Company v. Muskogee Refining Co., the court held that:

“Under a contract whereby defendant was given the exclusive right to sell plaintiff’s oil in'Arkansas no breach is proved by showing that plaintiff in good faith sold oil to a purchaser in another state and at such purchaser’s request subsequently shipped such oil to Arkansas.”

In the 55th Cal., 606, in the case of Golden Gale Packing Company v. Farmers’ Union, the syllabus is as follows:

“The plaintiff agreed with the defendant that the latter should have the exclusive agency for the sale of the plaintiff’s productions east of the state of California, for one year upon an agreed commission. Held: There was nothing in the agreement to prevent the plaintiff from selling his goods in any part of the world.”

In 115 Mich, page 414, in the case of Wychoff, Seamans & Benedict v. Bishop, the court hold that:

• “An agent for the sale of typewriters, who, under his contract was to receive the benefit of all sales made in a given state, is not entitled to commissions on the sale of a machine by the maker to a purchaser in another state, merely because it is' shipped by the purchaser to a branch office within the agent’s territory. ’ ’

These authorities seem to us to present the law applicable to the facts in this case. Lideed, they go so far as to preclude recovery in a case even more favorable than is here presented by this issue.

This view of the case makes the question of the relation of the Illinois company to the defendant unimportant, unless there was a conspiracy as between the defendant and the Illinois company to defraud plaintiff of his rights, which is neither claimed in the petition nor supported by any of the facts testified to in the case.

We do not regard as material the communication received by plainiff from Mr. Stoddard, an officer of the defendant company. All of plaintiff’s rights are fixed by his contract, and there is nothing before the court to indicate that at any subsequent period those rights were changed, or understood to be changed, between these parties.

This being our view of the case, our finding is for the defendant.  