CASH CROPS CO-OPERATIVE v. GREEN GIANT CO

This is an action by an agricultural co-operative association to recover from a canning company the commissions to which the former claims to be entitled upon sales of peas made to the defendant and appellant canning company by members of the co-operative association. The plaintiff respondent claims to be entitled to such commissions by reason of contracts between it and its members assigning to the co-operative a percentage of the receipts from produce raised by the members for sale. The company denies that its dealings with the co-operative's members resulted in any sales of peas to the company. The trial court made the following findings of fact which are not disputed:

"3. During and prior to the year 1948 plaintiff entered into uniform membership and marketing agreements in writing with its members who were Wisconsin farmers growing peas and other crops for canning purposes. In and by such agreements said members agreed to sell to or through plaintiff association all their peas raised for sale and plaintiff agreed to act as bargaining agent for such members with respect to such peas. Each of said contracts provided for a partial assignment of funds in favor of plaintiff association in such amount as the association might direct, and authorized any buyer of produce covered by the agreement, to pay to plaintiff association such amounts from the sale of such crops as the association should direct. Prior to 1948, plaintiff's board of directors had fixed such amounts to be paid by such buyers as one per cent of the gross amount due such members for peas sold by such members; such action applied to peas sold by plaintiff's members in the year 1948.

"4. During 1948 members of plaintiff who had signed such agreements with plaintiff which were still in full force and effect for the crop year 1948 delivered to defendant at its pea canneries and viners in the state of Wisconsin peas for which they were entitled to receive the gross amount of ninety-two thousand nine hundred nineteen and 76/100 ($92,919.76) dollars from defendant.

"5. Such peas were delivered to defendant pursuant to a uniform form of contract applicable to the crop year 1948 entered into by and between defendant and each of the members of plaintiff who delivered peas to defendant. Such contracts were entered into before the peas delivered in 1948 had been planted.

"6. Prior to the time any moneys became due to any of plaintiff's members for delivery of peas to defendant in 1948, plaintiff association had caused to be filed in the office of the register of deeds of the county in which each such member maker of such contract resided, a copy of such uniform contract of such member to sell to or through plaintiff association or a copy of such uniform contract together with a sworn list of names of all makers of such contracts residing in such county and such lists contained the names of all of plaintiff's members who sold peas to defendant in the year 1948 and were filed in the county in which each such member resided; such sworn statements contained the further statements that the uniform contracts and such sworn statements were filed pursuant to section 185.08, Wisconsin statutes.

"7. After the date of such filing and prior to the date any moneys became due to any of plaintiff's members from defendant for peas delivered in 1948, plaintiff association certified to defendant the names of such members who had signed the contracts and advised defendant that the membership contracts directed payment by defendant to plaintiff of one per cent of the gross amounts due the growers for 1948 peas, in accordance with the action of plaintiff's board of directors.

"8. Under the provisions of defendant's uniform contract with its growers for the year 1948, defendant agreed that the net amounts due such growers should be paid on or before October 15, 1948. Defendant has at all times since such date failed and refused to make any payments to plaintiff on account of such assignments to plaintiff for 1948."

The trial court's conclusions of law were as follows:

"1. The uniform contract between defendant and its growers of peas, including plaintiff's members, pursuant to which plaintiff's members delivered peas to defendant in 1948, constituted an executory contract of sale by the growers to defendant and did not create a bailment of the growing pea crop; the attempted reservation of title of the growing pea crops in defendant is ineffective. Defendant purchased the peas delivered to it by plaintiff's members in 1948.

"2. Even if said uniform contract between defendant and its growers of peas in 1948, including plaintiff's members who delivered peas to defendant in 1948, is not strictly a contract of sale, it essentially being such a contract brings it within the application of the partial-assignment provision of section 185.08 (5), Wisconsin statutes, and defendant is bound to recognize the partial assignments from plaintiffs members to plaintiff.

"3. All requirements of section 185.08 (5), Wisconsin statutes, with regard to filing and certifications had been met by plaintiff with regard to contracts between plaintiff and its members who delivered peas to defendant in 1948. Defendant was obligated to pay to plaintiff one per cent of the gross amount due to its members for peas delivered to defendant in 1948, or nine hundred twenty-nine and 19/100 ($929.19) dollars."

The case turns upon the interpretation to be given the contract referred to in finding 5, above. In the contract between appellant canning company and the individual farmer we find the following pertinent provisions: The company agrees to furnish seed without charge for the same. Contractor (the farmer) agrees to prepare the soil and plant said seed on land approved by the company on his farm and agrees to furnish all machinery, equipment, labor, and other facilities to properly plant said seed and to grow, harvest, and deliver the crop in a good husband like manner. Contractor shall plant the aforesaid peas at such time, or times, as the company shall direct and shall harvest and deliver same to the company's viner station, and thresh the peas grown hereunder by him, at such time or times as the company shall designate. If contractor refuses to harvest, deliver, and thresh said peas at the time or times designated, the company shall have the right to perform any or all of said services and deduct the cost thereof from the contractor's compensation.

"It is understood and agreed that contractor acquires no right, title, or interest in and to the seed which is herein furnished him by the company, nor the crops grown or harvested therefrom, and that he holds possession of the seed and the crop to be grown and harvested therefrom as a bailee only. The title to said seed and the crops that are to be grown and/or harvested therefrom shall at all times remain in the company, and the entire crop, except as herein otherwise expressly provided, shall be delivered to the company. All unplanted seed must be returned to the company.

"In consideration of the above the company agrees to pay the following compensation for green peas in proper condition for canning:" (Compensation rates per hundred pounds set forth.)

The company does not warrant any quality in the seed. It has the right to inspect the crop while growing. It may make recommendations for fertilization with which the contractor must comply, and the company has the right to treat the crop for pea aphids. Such part of the crop as the company does not accept for canning or seed may be retained by the contractor for feed or to be plowed under and he shall not be otherwise compensated for it, and he may keep the vines for silage. The contract concludes:

"Contractor is not an agent or servant of the company, and he shall have the exclusive possession of the property upon which the crop is grown; he shall not be subject to discharge, and he shall be deemed and held as an original contractor, and the company has no control over him in the performance of this contract other than as to the results to be accomplished."