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PRATT LABORATORIES v. TEAGUE

March 27, 1958

PRATT LABORATORIES, INC., A CORPORATION, PLAINTIFF,
v.
F. A. TEAGUE, DEFENDANT.



The opinion of the court was delivered by: John E. Miller, District Judge.

On October 30, 1957, the plaintiff, Pratt Laboratories, Inc., filed its complaint against the defendant, F. A. Teague, alleging that the plaintiff is a Pennsylvania corporation; that the defendant is a citizen of Berryville, Arkansas; and that the matter in controversy exceeds the sum of $3,000, exclusive of interest and costs. The plaintiff further alleged:

"Plaintiff, Pratt Laboratories, Inc., is one and the same corporate entity as Pratt Food Company, its name having been changed to Pratt Laboratories, Inc., by corporate action on or about the 15th day of August, 1957.

"The defendant, on or about April 9th, 1952, became indebted to the plaintiff in the sum of Thirty-eight Thousand Dollars ($38,000.00), and executed and delivered to the plaintiff his promissory note for said amount on April 9th, 1952, due and payable on December 31, 1952, with interest until paid at the rate of four per cent (4%) per annum. * *

"The said promissory note is now past due, plaintiff has made repeated demands upon the defendant for payment, and he has failed and refused to pay said indebtedness."

Attached to the complaint is a copy of the note sued upon.

On November 25, 1957, the defendant filed his motion to dismiss on the ground that the plaintiff is a foreign corporation doing business in the State of Arkansas without first having qualified to do such business, and that said plaintiff has no legal right to maintain this action. This motion is now before the Court on the record and briefs of the parties.

On December 30, 1957, upon motion of defendant and with the consent of the plaintiff, the Court entered an order making all the pleadings, files, orders, documents, and records in Civil Action No. 354, entitled Pratt Food Company, a corporation, v. F. A. Teague, a part of the defendant's pleadings and of the record in the instant case.

On January 29, 1958, the defendant filed an affidavit in support of his motion, attaching thereto certain letters and documents.

The record in Civil Action No. 354 discloses that on March 31, 1953, Pratt Food Company filed its complaint against F. A. Teague based upon the same note now sued upon in this action. On April 20, 1953, Teague filed a motion requesting an audit from the plaintiff. Attached to the motion was a copy of the agreement made in connection with the $38,000 note. Said agreement provides, as follows:

    "Whereas certain differences have arisen between Pratt Food
  Company (hereafter called Pratt) and F. A. Teague (hereafter
  called Teague) and the parties are desirous of settling same:

"Teague agrees as follows:

    "1. To deliver herewith a promissory note in the amount of
  38000 dollars payable to Pratt and due December 31, 1952.
    "2. To deliver to First National Bank, Berryville, Ark. an
  assignment wherein and whereby Teague assigns to Pratt $38000
  of the proceeds of a certain sale of a farm owned by Teague
  which sale is covered by an agreement of sale dated March 22,
  1952 between Teague as seller and J. D. Vandergriff as buyer
  and which agreement of sale is presently lodged with said
  Bank as escrow agent.
    "3. To release Pratt from any and all claims, demands or
  liabilities under any contracts heretofore or presently
  existing between Pratt and Teague and more particularly a
  distributors contract dated March 13, 1950 and a disputed
  contract contained in an offer by Pratt dated February 13,
  1952.
    "4. That nothing contained herein to be considered as
  affecting certain trade acceptances presently outstanding in
  the amount of $13628.25 which will remain as an obligation of
  Teague and will be paid as they become due.

"Pratt agrees as follows:

    "1. To release and discharge Teague for any and all liability
  in connection with any open book account (except as stated
  above) and ascertain 1951 chattel mortgage which mortgage
  shall be released of record and the note given in connection
  with the same shall be returned to Teague when the $38000
  above mentioned shall have been paid.
    "2. To examine its records to ascertain whether Teague has
  been given the proper credit concerning the purchase of feed
  for Ed. Rassmussen and also for the purchase of certain
  turkey poults during the year 1950. If said credits were not
  properly given in either ...

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