Letters between Austin Shuey Mann and White and Martin regarding the Crystal Ice Company


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Letters between Austin Shuey Mann and White and Martin regarding the Crystal Ice Company
Physical Description:
Mann, Austin Shuey
Publication Date:
Physical Location:
Box: 2
Folder: 1908


Spatial Coverage:
North America -- United States of America -- Florida

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University of Florida
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All applicable rights reserved by the source institution and holding location.
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o. W.HTB *rANCel MA.tI.
I fite & Martin
Oct. 8, 3008.

Col. A. S. Mann,
Corner 11th & Silver Sts.,
Jackes nville, Fla.

Dear Sir:-

Since your departure a suit has been brought by the

Crystal Ice Co. against W.H. Lessly & Co. for 1331.40, on account of

the storage charges against the peaches placed by you in cold storage

with the Crystal Ice Company. The case was set for hearing on Fri-

day, Oct. 9th, but has been continued until Friday, Oct. 16th, in

order that we might write you concerning the matter.

In bringing the suit the Crystal Ice Co. has not made you

a party defendant, but has sued Lessly & Co. alone, on the theory

that Lessly & Co., by guaranteeing the payment of the charges, had

rendered themselves jointly liable "ith yourself.

In the event the case cannot be compromised and settled,

it will be necaosary for Lessly & Co. to file a bill of interpleader

in the Chancery Court, for the purpose of compelling the Crystal Ice

Co. to first settle with you the exact amount of damages to which you

should be entitled in consequence of the negligence of the Company

in storing your fruit. In the liti:tation thus brought about, you
would undoubtedly be able to prove your contention in regard to the
damages which you sustained, but it will necessarilyeentati a con-
siderable amount of time and be attended with some considerable
court costs. In view of these facts we have thought it best to write
you and ascertain just what you are willing to authorize in the way
of a final settlement; that is, if you will let us have your highest
figure,we will endeavor to close up the matter with Wilson,without
the necessity of a long lawsuit. Being a lawyer yourself,you can ap-
preciate better than the ordinary litigant just how much can be saved
both in time and money,by a compromise of the matter. As only a week
will elapse before the case will come on for hearing,we would ask tIh
you kindly write to us by return mail,so that in the event any fur-
ther correspondence is necessary,there may be an opportunity for an
additional interchange of letters before the day of trial.
Tours very truly,

BY .

Oe.. T. W ,T F PMANClc ManTtN
Whlite & Martin
Oct. 12, 1908.

Col. A. S. Mann,
Cor. 11th O lilvr 3ts.,
Jacksonville, Fla.

Dear Sir:-

Tour favor- of the 9th inst. received this morning.

After a careful examination into the situation, it looks

as thou'.h th) crystall Tce Company was very desirous of having a fight

over the matter, as they absolutely refuse to enter into any negotia-

tions looking to an adjustment of the matters in controversy..

As w7 are acting wholly on th dIefensive, and havs a tech-

nical advantage in s: doin-, we are of the opinion that it would be

best, for the present at least, to ad ahsad with the suit as brought

by them, anl not file a bill in the Chancery Court unl3s- it becomes

absolutely necessary to do so. This necessity may never arise, ;s we

have '3veral strong lines of defense to the present suit, which t -'?

may not be able to ove-comi.

With this object in view, we would ask you to kindly let

us know the name of some notary public in JackEsn'.'ille, before whom

your deposition could be taken in the present case. We will then give

notice to tak-your deposition in Jacksonville, and send full instruc-

tions to the Notary as to all the technical requir-m-nts in relation

thereto. This would give you an opportunity to explain fully just how

the original contract was entered into; just what services you under-

stood you were to receive from the Crystal Ice Company, and just

what *ou did receive, and the damage which resulted therefrom.
Kindly lst us hear from :ou at your earliest convenience and
Tours very truly,

B..... ._L. L ..^^Z -.--"-.._

CeO. r. WnIT P,.nate MaMnt
I8tite & iMartin
CITTANOO.A, TENN.Essr.a Oct. 21, 1908.

Col. A. S. Mann,
Cer. 11th & Silver Sts.,
Jacksonville, Fla.

Dear Sir:-

After a lengthy conference with Mr. Lessly in regard to

the suit bgWu7t by the Crystal Ice Company, followed by a careful

examination of the written agreement between you and W.H. Leasly &

Co., of date July 24, 1908, whereby they proposed to take a half

interest in all such peaches as they might subsequently remove

from the ware roomY of the Crystal Ice Company, en the basis of

75% per orate, as between you and them, and a division of all pro-

fits which migt be real ized over and above that price per orate,

and also a division of storage charges and other expenses, we

find that the only possible way in which your interests can be

properly pI elected, is te file a suit in the Chancery Court, en-

joiniFn the further prosecution of the suit already commenced,

and setting up in detail your claim for damages.

This conclusion in regard to the matter is based upon a

careful examination of a paper which we did not see until it was

brought to our office a few days age by Mr. Arthur Lessly. We re-

fer to the contract between you and Lessly & Co., of date July

24, 1908, hereinbefore referred to.

The effect of that contract was to make you, as between

yourselves, partners in the sale of the peaches. The existence

of this partnership agreement completely handicaps any defense

which might be attempted to be made in the suit which the Crystal

Ice Co. has brought. That suit is brought against W.H.Lesaly & Co.

0-O. 1. WNIrf FRANCei MARTIn
Wlftte & Martin

alone, and is based on an alleged promise of A.W. Lessly that he would pay

to the Crystal Ice Co. the storage charges on all peaches which he might

remove from the warehouse.

Lessly insists that he merely promised to pay the storage

charges on four earloads, but Wilsom will swear positively that he pro-

mised to pay them on all the peaches that were taken out, and there will

be a very strong tendency for the Court to act on the theory that Wilson

must have had some assurances from Lessly on this point, or he would not

have parted with possession of the goods until the warehouse charges were


Then ar.in, the fact that you were in partnership with

Lessly & Co. in regard to this particular lot of peaches, completely

destroys all chance of making defense based on the statute of Frauds,

for the reason that while the promise made by Lessly was merely verbal,

it was not a promise to pay your indebtedness, but was a promise to pay

the indebtedness of the partnership (i.e. you and Lessly & Co.), who were

the owne.e of the peaches)

Under this condition of affairs, the only safe course to

take will be to file a bill in the Chancery Court, as hereinbefore stated.

This bill will have to be filed jointly, by W.H. Lsesly & Co. and your-

self, together with the Company which you represent. We note from some

of the papers in connection with the matter, that you seem to have con-

tracted as "Agebt for National Investment Company." We wish to knew

First, is the National Investment Company a corporation? If so, under the

laws of what state it is incorporated, and is it authorized to do business

in Tennessee?

Second, if it is net a corperatien, then is it a partnership; and if me,

we wish the names of the co-partners and their places of residence.

GCO W.-T a e M...s.
Ilitte & Martin


Third, if it is neither a co-partnership nor a corporation, but is merely

the name under which same person is engaged in carrying on business,

then let us know the name of that person, and his or her place of resi-


We will have to have all this information, for the reason

bat a person filing g a bill in the Chancery Court, mAst, under our laws,

set forth frankly and fully the facts in the ease, and must disclose the

names of the real parties in interest.

If you have not full authority from the Natienal Invest-

ment Company to authorize us to file a suit for it then kindly pre-

cure the proper written authority and send' it alofg with your letter.

Lessly & Co. will make the bond in the case, necessary

to enjoin the stoppage of the suit which the Crystal Ice Company has

brought, and thus force them to come into the Chancery Court, where their

proof will have to be taken by deposition, and where you will be given a

fair chance to explain by deposition, all the facts relative to the case,

and the damages which the National Investment Co. has sustained as a re-

sult of the improper storage of the peaches.

We have secured a continuance of the case for a few days,

so as to give us an opportunity to file this bill.The time is so short
that we must ask you to favor us with an immediate response to this let-
ter, if your rights are to be properly pr otected.
If the bill is not filed, it will be practically im-
possible in defending the suit brought against Lessiy & Co., to offset
the damages under the contract made by you before Lessly & Co. became
interested in the peaches. Kindly let us hear from you by return mail.
Very truly,

BT ,-- .; 1. :. ..f

WI1ptt & liariti
1, 2 AND a -W Iri's BEOcr
Oct. 28, 1908.

Col. A. S. Mann,
Cor. 11th t Silver Sts.,
Jacksonville, 'qla.

Dear Sir:-

Tours of the 2"t- inst. enclosing a copy of the charter of the

rational Investme:it Co., just received. On examining the same 'v- do not

find that this charter has ever been registered with the Secretary of

State in Tennessee. labi is a very serious omission on your part, for the

reason t'hat *uvjder the laws of me.;:sses, no corporation charte.ed under

the laws of any other state is pernitt .d to do business in the Stat-

without first becoming do-ia3ticated. In order to become d-.mestioat-d

under the laws of Tennesse., it is :nec?3sary that a certified copy of the

charter be file.l in the office of the Secretary of State, at T-lshville,

and a certain tax paid, which is prescribed b,' statute.

prior to th 'e ar 1907 a list of these foreign corporations

which had domesticatt. under the laws of Tennessee, was published in the

statutes of the state. Tn 1?0", for some reason, the 31st was emittedd ,

and consequently it is Impossible for us to tell whether .rour co"pora-

tion has been domesticated in this state since that ",ar or not.

We are writi'nL, you this letter ltmediately .ipon the receipt of

the chart-r, for the pu-pose of ascertaining this fact, and would ask

that as soon as :'ou receive this letter you telegraph us at once, as to

whether or not 'your Company has ever oomaplied with the laws of this

state in regard to the domestication of foreign corporations, by filing

the charter and pa.Ting the tax, as above described.

This question as to whether you have complied with the state

laws is going to be a ver." serious '.iestion in the pr.ese nt litigation.

Gao. T. W-*1r FlAfC, MAnTIN
White & Martin


If you have coaiplied with the +.ate I 's, then your Company hasan un-

doubted right to bring suit in the courts of Tesiasse for the purpose

of protecting your l]ea] rights. If you have not complied with the state

laws in regard to domestication, then it is very doubtful -h-'ther your

corporation, after having attempted to do business in thi. state in vio-

lation of the law, can be permitted to .o- into the courts of .he state

for the purpose of maintaining your la sal rights.

It may occur to you that you could go into the Federal Court for

this purpose, but the 7eieral Statute requires that ath amount in con-

troversy must be at least ^3,000, and as the s9'm involved in the present

case is far below that amount, there is no chance of getting into the

Federal Courts.

In the event the corporation has not been domesticated, thin we

will have to devise so-e form of suit whereby .Less y & Co., by.aommene-

ing an action against both the National Investment Co. and the Crystal

Ice Co., can bring both corporations into court, a-i if we can ,et the

nationall Investment Co. into court in that way, it will of course then

have a right to defend in the litigation, regardless of the fact as to

whether it has complied with the state law or not. But this right to

defend m=a'r be distinguished by the court from the right to actively

assert a claim against the Crystal Ice Co. for *amna es sustained by the

nationall Investment Co. while "rongfully carrying on a business in

Tennessee 'vithou' first having complied with the state laws.

In other words, this question as to whether your Company has or

has not complied Twth the laws, is fraught with a 7"eat deal of impor-
tance in this case, and/it will be impossible to get the matter held up

+4 sGo. T. W.mT F-ANm0n MArIn
hite & BMortin
1 2 AND 3 W .rTm'S MLOCK


longer than Friday, and we must at least have twenty-four hours time in

which to prepare a bill, w-must ask you to kindly tel-ejraph us imnme-

diately upon the receipt of this letter, and let us know ,whether or not

you hav? registered your charter with the Secretary of State at NTTashville,

and paid the corporation tax.

ver:". truly,



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