Summers v. Adams Motor Co.

On Rehearing.

The appellant through her distinguished counsel, reinforced by able counsel for the used car dealers, earnestly insist that our opinion is laid in error. They give us the impression that entertains the idea that there is “a cold war” on between the Used Car Dealers and the Distributors of new automobiles. We cannot consider this case in that light. We are dealing with an Alabama contract entered into by two Competent contracting parties in this State, and we are mindful of our duty to avoid, if possible, infringing upon the rights of either or both.

It was, and is, our considered judgment that the contract involved in this case is not contrary to public policy nor is it in conflict with the constitutional and statutory provisions of this State relating to monopolies. We do not interpret the contract as a price fixing or price control arrangement, independent of market control.

Dr. Miles Medical Co. v. John D. Park & Sons Co., 220 U.S. 373, 31 S.Ct. 376, 381, 55 L.Ed. 502, and like cases, so earnestly pressed upon us by appellant does not in any degree, in our opinion, support the appellant here. In that case the Medical Company was attempting to get the court to approve “a system of interlocking restrictions by which the complainant seeks to control not merely the prices at which its agents may sell its products, but the prices for all sales by all dealers at wholesale or retail, whether purchasers or subpurchasers, and thus to fix the amount which the consumer shall pay, eliminating all competition.”

In the case at bar there is no restriction ■against reselling. The obligation in the contract is to first offer the automobile to the Motor Company if appellant elected to dispose of it within the six months period. No price is fixed. The obligation is to offer it “for an amount not exceeding the then reasonable value thereof.” Thus the Motor Company is placed by the contract, in competition with the market for the automobile if Mrs. Summers elected to sell it within the refusal period. The-owner is not required to offer it to the Motor Company at less than its then reasonable market value. The trouble with Mrs. Summers is she did not offer the automobile to the Motor Company at any price. We do not know whether the Motor Company was willing to pay Mrs. Summers as much for the automobile as she could get on the market, but we do know, that under the contract, the Motor Company was entitled to an opportunity to purchase the automobile at its then reasonable value. We agree with that portion of the dissenting opinion of Mr. Justice Holmes in the Dr. Miles Medical Company case, supra, wherein he said: “I think that at least it is safe to say that the most enlightened judicial policy is to let people manage their own business in their' own way, unless the ground for interference is very clear. * * * There may be ne*325cessaries that sooner or later must be dealt with like short rations in a shipwreck, but they are not Dr. Miles’ medicines.”

It is insisted that this court should consider the effect of an order placed by Mrs. Summers with the Motor Company for a different type or model automobile nearly two years before any car was delivered and on which she made a deposit of $25, which by mutual agreement of the parties was applied to the purchase price of the car that was delivered. The court is not called upon to adjudicate on Mrs. Summers’ rights under that alleged order. Had she seen fit to stand fast and demand •the delivery of the car that she ordered and delivery of the same had been refused, a different question would be before the court. In this case we are dealing with this particular contract that was made for the delivery of a particular car. The parties were at liberty to modify or rescind their former arrangement and enter into ■a new contract if they desired to do so and this court has no disposition to interfere with the exercise of that right.

It is insisted that the contract sued on was not supported by a valuable consideration. The contract itself is an answer to that insistence. The opening sentence of the contract is, “in further consideration of the sale of the above described motor vehicle” the parties agree to certain terms and conditions.

It is claimed that the Motor Company received the full purchase price for the car and it is insisted that when this happened the purchaser thereby became entitled to full ownership instead of restricted ownership of the automobile. The evidence in the record is uncontradicted to the effect that -the Motor Company would not sell or deliver the automobile that was sold for the money purchase price only, but as a part of the consideration, the purchaser was required to execute the contract sued on. We know of no law that required the Motor Company to part with its property for less than it bargained for which includes a six months option on the automobile, if the appellant elected to sell it within that time. The parties were dealing at arms length and we can see no reason why the benefits and detriments involved in the transaction were not a sufficient consideration, in law, for the contract that was entered into.

The claim that the effect of the contract was to tie the automobile up where appellant could not sell it except to Adams Motor Company and then at a price reduced as a result of the contract sued on, is not supported by the record. Mrs. Summers, under the contract, was obligated to offer the automobile to the Motor Company at its then fair and reasonable market value if she elected to sell it within the six months period; if the Motor Company did not exercise its option to buy the automobile when it was offered at its fair and reasonable market price Mrs. Summers was free to dispose of it in any lawful manner.

We cannot agree that Mrs. Summers could not lawfully give the Motor Company an option or refusal to buy the automobile, within the specific period, if she elected to sell within- that time.

Security Life and Accident Company v. Carlovitz, 251 Ala. 508, 38 So.2d 274, decided by our Supreme Court, is not in conflict with the foregoing expression of our opinion of the controlling legal principles in this case.

Opinion extended. Application for rehearing overruled.