This was an action of assumpsit, brought September 21, 1894, in the circuit court of the United States for the Eastern district of Michigan, by Aultman, Miller & Co., a corporation of the state of Ohio, against William Holder, a citizen of the state of Michigan, to recover the price of agricultural machines furnished by the plaintiff to the defendant, and sold by the defendant, under a contract in writing, the material parts of which were as follows:
'This agreement, made this 20th day of February, 1894, between Aultman, Miller & Co., a corporation duly incorporated under the laws of the state of Ohio, of Akron, Ohio, of the first part, and William Holder, of Laingsburgh, county of Shiawassee, and state of Michigan, of the second part, witnesseth: That the party of the second part is hereby authorized to sell Buckeye mowers, reapers, and binders, and extra parts thereof, in the following territory, viz. Laingsburgh and vicinity,' and other specified territory in Michigan, 'for and during the season of 1894, on the following terms and conditions, viz.:
'The party of the second part agrees: First. To use all reasonable diligence in canvassing and supplying said territory with said machines.' Second. 'To sell the said machines at the retail list prices authorized by said first party'; 'to grant credit to such persons only as are of well-known responsibility'; 'to see that all notes taken for machines sold are drawn on blanks furnished by the said first party'; 'and, in all cases of doubt as to the responsibility of the purchaser, to require a mortgage on property, real or personal'; and to redeem all notes not accepted by the party of the first part. Third. To indorse, unless sufficiently secured, 'all notes given by renters and parties owning no real estate.' Fourth. 'That all machines and parts of machines, and all other goods received on commission under this contract, shall be held by the said second party on special storage and deposit as the property of the party of the first part, until converted into notes or money,' and such notes shall remain the property of the first party; and 'in all cases where machines are sold for cash, or part cash and notes, all such cash received shall be promptly remitted.' Fifth. 'To see that all machines sold are properly set up and started,' and 'to keep a correct record of sales.' Sixth. To receive all 'goods shipped or delivered on account of said first party'; to pay the freight on them, and keep them insured; 'to keep all unsold goods well housed and cared for, subject to the order of the party of the first part'; and to make no charge for handling or storage. Seventh. To furnish 'repairs, free of charge, to customers,' only in case of flaw or defect. Eighth. 'To make prompt and accurate reports of machines on hand, as often as requested by the first party or its general agent; to promptly execute orders for transfer of machines, if any are on hand unsold; and, in case of failure to make such report or transfers, to pay said first party for all machines remaining on hand at settlement unsold by reason of such failure, at the option of said first party.' Ninth. 'To sell, or assist in the sale of, no other mowing machines, or combined mowing and reaping machines, or harvesters and binders, in said territory, during the continuance of this contract.' Tenth. 'To sell and deliver all machines set up and used as samples, or settle for same in cash or approved notes at settlement time.' Eleventh. To advertise this agency.
'The party of the first part further agrees with the party of the second part: First. To furnish to said second party such machines of the kinds they make as may be wanted to supply said territory, so long as their stock on hand will enable them to fill the orders. No commission will be allowed on orders taken and not filled'; 'nor shall any commission whatever be due said second party until a full settlement of ac ount is made.' Second. 'To allow said second party, as compensation for receiving, handling, storing, selling, setting up, and starting machines, and making collections whenever required,' certain specified commissions. Third. 'To furnish the said second party a stock of extra castings and other repairs,' to be sold on commission. Fourth. 'To sell the said second party knives and sickles,' and certain other things, at a discount of 50 per cent. Fifth. 'To furnish said second party blank notes, orders, circulars, and posters, and such other printed documents as they are accustomed to supply their agents.