C. H. Parker Co. v. Exeter Refining Co.

The defendant corporation appeals from an order denying its motion for a change of venue from the city and county of San Francisco to the county of Los Angeles.

The action is founded on the alleged breach of a contract.

The respective parties are domestic corporations, and appellant’s place of business is in Los Angeles. However, section 16 of article XII of the Constitution provides that a corporation “may be sued in the county where the contract is made or is to be performed, or where the obligation or liability arises or the breach occurs; or in the county where the principal place of business of such corporation is situated, subject to the power of the court to change the place of trial as in other cases ”. The motion was heard and determined on the allegations of the verified complaint and the affidavits and counter-affidavits of the respective parties; and under well settled rules, all conflicts must be resolved in favor of the prevailing party (Lakeshore Cattle Co. v. Modoc Land & Livestock Co., 108 Cal. 261 [ 41 Pac. 472 ]; Brown v. San Francisco Savings Union, 122 Cal. 648 [ 55 Pac. 598 ]; Gordon v. Perkins, 203 Cal. 183 [ 263 Pac. 231 ]); and all reasonable inferences which are to be drawn must be in support of the trial court’s order (Marston v. Watson, 20 Cal. App. 465 [ 129 Pac. 611 ] ; Bernou v. Bernou, 15 Cal. App. 341 [ 114 Pac. 1000 ]). If, therefore, the facts upon which the present motion was heard and determined reasonably support the inference that the contract was made in San Francisco, the order denying the motion must be affirmed.

The terms of the contract are set forth fully in the complaint, and briefly stated the circumstances attending the making and the alleged breach thereof, as they appear from said complaint and said affidavits, are these: The appellant was engaged in the business of refining and selling petroleum products, including gasoline, and had its place of business in Los Angeles; and respondent’s business was selling and distributing such products throughout the Pacific Northwest. Its place of business was in San Francisco. On July 17, 1935, Harry MacBain, vice-president of respondent company, conferred with appellant’s president and vice-president in Los Angeles in an effort to arrange for the purchase of gasoline from appellant for sale and distribution in the northwest. MacBain was advised that a profitable gasoline deal could not be made, but that if respondent would undertake to de

It is well settled that a contract is made at the place where the letter of acceptance is mailed, such being the place where the last act necessary to the formation of the contract is performed (Civ. Code, sec. 1583; Bank of Yolo v. Sperry Flour Co., 141 Cal. 314 [ 74 Pac. 855 , 65 L. R. A. 90 ] ; Fitzhugh v. University Realty Co., 46 Cal. App. 198 [ 188 Pac. 1023 ] ; Gas Appliance Sales Co., Inc., v. W. B. Bastian Mfg. Co., 87 Cal. App. 301 [ 262 Pac. 452 ]); and we are of the opinion that the trial court was justified in concluding that respondent’s letter of July 19, 1935, constituted a valid acceptance. In part it was as follows: “At a meeting held yesterday of those interested in the C.

It is appellant’s contention that if any contract was made it came into existence either on July 17, 1935, in Los Angeles County at the time of the conference between MacBain and appellant’s officers, or on July 22, 1935, in Los Angeles County by virtue of said letter, mailed in Los Angeles County by appellant to respondent, wherein the terms of the agreement were restated, and which appellant claims constituted an acceptance of the offer. After examining the entire correspondence, however, we are of the opinion that the trial court was justified in concluding to the contrary; and our decision on this issue makes it unnecessary to inquire into the other points urged for reversal. The order appealed from is affirmed.

Tyler, P. J., and Cashin, J., concurred.