in this court, and it was there held to be a proper exercise of the legislative power. Sperry & Hutchinson Co. v. Weigle, 166 N. W. 54. What was there held as to the evident scope and purposes of the act need not be here repeated.

of Wisconsin with the sale of its goods; the plaintiff to refund monthly to the other company whatever amounts it paid for such redemption together with a fee for the services as such agent of $2 for each 1,000 of such coupons as were issued by plaintiff and redeemed by the other company and when The plaintiff contends that as packer or returned to the plaintiff properly bundled. manufacturer of the oleomargarine its methThe United Profit-Sharing Company was al-od of business is a proper compliance with so obligated to have the coupons printed for the provisions of this chapter; that the three plaintiff on a special kind of paper charging respective forms of coupons to dealers, clerks, at the rate of 60 and 75 cents per thousand and consumers are issued, within the lanfor the respective forms of coupons. The guage of the statute, when they are respecreferee also found that an oral contract was tively packed in the cartons and boxes at made at the same time substituting the new plaintiff's place of business in Chicago before written contract for the old one, and that shipment. It also contends that the transac there was no other contract or agreement tion, so far as it concerns the shipment dibetween those two on this subject-matter rect to the jobber and receipt by him and rethan as herein indicated. demption by it, through its intermediary, the United Profit-Sharing Company, of the so-called dealer's coupon, is a transaction of interstate commerce and beyond interference with or regulation by the state.

It was further found that the plaintiff used these coupons for the sole purpose of advertising its product, and not otherwise; that the cash redemption by the United Profit-Sharing Company is done for the reason that that company can do it cheaper and give better service than if done by the plaintiff itself. Catalogues had been printed prior to the enactment of the law in question which had been distributed by the United Profit-Sharing Company both in this state and in other states where no such prohibitions were in force specifying the conditions upon which and the kind and nature of the merchandise which could be obtained for the coupons as formerly used and issued by the plaintiff as well as by other concerns. Richmond, Jackman, Wilkie & Toebaas, of Madison, for plaintiff. Spencer Haven, Atty. Gen., Walter H. Bender, Deputy Atty. Gen., and E. E. Brossard, Asst. Atty. Gen., for defendant. Ezra M. Kuhns, of Dayton, Ohio, Sanborn & Blake, of Madison, and E. H. Bottum, George B. Hudnall, and Walter Drew, all of Milwaukee, amici curiæ.

ESCHWEILER, J. (after stating the facts as above). Chapter 480 of the Laws of 1917 provides as follows:

It furthermore contends that it may lawfully, under the statute in question, make the United Profit-Sharing Company its sole and exclusive agent for the cash redemption of such coupons.

The defendant expressly disclaims any intention of enforcing the statute in question so as to in any way interfere with interstate business, but contends that both the issuing and redeeming of such coupons can only lawfully be done by a packer, manufacturer, or dealer who is within the state of Wisconsin; and, secondly, that coupons such as are here to be redeemable only by some third person under consideration appearing on their face cannot be lawfully issued.

[1] In view of the nature of the requirements of the federal law regulating the manufacturing and dealing in oleomargarine and the manner in which such product is packed and shipped, as appears from the facts in the record before us, we are satisfied that in the transactions between the plaintiff in this case and the jobbers within this state to whom shipments of the product are made in the boxes of original shipment the placing of the dealer's coupon therein entitling such jobber to a cash payment, and any redemption thereof, are all parts of one commercial transaction. Loverin & Browne Co. v. Travis, 135 Wis. 322,

"Sec. 1747m1. No person, firm, corporation, or association within this state shall use, give, offer, issue, transfer, furnish, deliver, or cause or authorize to be furnished or delivered to any other person, firm, corporation, or association within this state, in connection with the sale of any goods, wares or merchandise, any trading stamp, token, ticket, bond, or other similar de-331, 115 N. W. 829; F. A. Patrick Co. v. Desvice, which shall entitle the purchaser receiving champ, 145 Wis. 224-228, 129 N. W. 1096. the same to procure any goods, wares, merchan- Such shipments being from without the state, dise, privilege, or thing of value in exchange for they are in the domain of interstate comany such trading stamp, token, ticket, bond, or other similar device, except that any manu- merce, and subject only to federal regulafacturer, packer or dealer may issue any slip, tion; that therefore neither the defendant as ticket, or check with the sale of any goods, a state officer nor this court has any power wares or merchandise, which slip, ticket or check shall bear upon its face a stated cash value and or right to interfere with, control, or regushall be redeemable only in cash for the amount late the issuing of such dealer's coupons, the stated thereon, upon presentation in amounts aggregating twenty-five cents or over of redemption manner and form in which they are being isvalue, and only by the person, firm or corpora- sued and delivered, or the redemption theretion issuing the same. of either by the plaintiff itself or by any third person whom it may designate. Such

Immediately upon its passage the constitu

and the person to whom the shipment is made, | right to issue coupons to manufacturers or and not subject to state regulation. Greek-packers without the state who ship to dealers American S. Co. v. Richardson D. Co., 124 or consumers within, nor that the redemption Wis. 469, 474, 476, 102 N. W. 888, 109 Am. St. of any such cash coupon must be done by Rep. 961; Schollenberger v. Pennsylvania, 171 some one within the state necessarily. U. S. 1, 18 Sup. Ct. 757, 43 L. Ed. 49; Rosenberger v. Pacific Exp. Co., 241 U. S. 48, 36 Sup. Ct. 510, 60 L. Ed. 880.

[2] There is no situation here of possible right of the state to inspect or regulate this article of commerce in order to protect the health or morals of its citizens or of any feature which might bring it within the reasonable exercise of the police power of the state to prevent fraud. The rulings of the United States Supreme Court, therefore, upholding the right of states to control and regulate the sale of foreign securities as in the so-called Blue Sky Laws (Hall v. Geiger Jones Co., 242 U. S. 539, 37 Sup. Ct. 217, 61 L. Ed. 480, L. R. A. 1917F, 514, Ann. Cas. 1917C, 643) or the moving picture film censorship case (Mutual Film Corporation v. Ohio Industrial Com., 236 U. S. 230, 35 Sup. Ct. 387, 59 L. Ed. 552, Ann. Cas. 1916C, 296) have no application here.

Considering the well-known and general nature of the business of a manufacturer or packer, which is well exemplified under the facts shown in this case, the aims and purposes of the statute itself as appears on its face, and from the declaration already made by this court with reference to it in the case just determined of Sperry-Hutchinson Co. v. Weigle, 166 N. W. 54, we are led to the conclusion that the word "issued," as used in the final clause of the first section of the chapter before us, is intended to permit and authorize a manufacturer or packer, such as the plaintiff in this case, whether within or without the state, to place coupons such as we have here before us, but when redeemable in cash only and by the person so issuing them within any original carton, packages, or boxes intended for original shipment, although such original packages may not be sold directly by him to the ultimate consumer.

[4] The provisions, however, embodied in the coupons before us that they shall not be sent to plaintiff in Chicago and shall be redeemed only by the United Profit-Sharing Company are within the condemnation of this statute both by the letter thereof and by interpretation given to it in the former decision of this court supra, and to similar statutes in the cases in that decision cited. Under the facts as are here presented the United Profit-Sharing Company is a company engaged in the trading stamp business, and must be considered more as an independent contractor with the plaintiff than as such an agent, servant, or employé through whom the plaintiff as a corporation must necessarily perform its lawful transactions. So far, therefore, as the plaintiff issues coupons redeemable in cash, but only through such a corporation as the United Profit-Sharing Company appears to be, it is violating chapter 480 of the Laws of 1917, and is not entitled to any restraining order from this court as against the defendant in that regard.

Some suggestion is made that the form of the coupon as it appears in the statement of facts is not sufficiently definite to meet the requirements of the statute that it shall bear upon its face a stated cash value. We think, however, that such term "stated cash value" should be given a reasonable construction, and that the language in these coupons is within such reasonable construction, and does show a stated cash value.

[5] It was suggested on the argument, although not applicable to the facts presented in the record here, that coupons are and may be issued by others in such manner that there is designated on such coupons the amount of the sale together with a recital that the allowance was to be a certain named percentage thereof without expressly stating upon [3] We think it apparent from the face of the face of such coupon the result to be arthe statute itself and in the light of the com- rived at by computation of the given percentmon knowledge of the way such commerce is age upon the given amount, and that such now conducted that the Legislature intended form of coupon would not be a proper comto exclude any interference by this law with pliance with the "stated cash value" proviwhat might be within the field of interstate sion of the statute. The adoption, however, commerce, and that, when it expressly recog- of a reasonable construction of this language nizes, as a legitimate transaction, the issuing would make that certain within the meaning by any manufacturer, packer, or dealer to the of this clause which can be easily and by the purchaser of a cash redemption coupon, it ordinary individual rendered certain, and did not intend to limit such transactions to that, where there is no purpose of deception, manufacturers, packers, or dealers who are but as a matter of convenience only there may within the state only. The use of the term be required some slight mental arithmetical "within the state" in the first portion of the process on the part of the purchaser in order first paragraph of this chapter and its omis- to ascertain exactly the amount which he is sion in the provision of the same paragraph entitled to receive, there is no violation of with which we are here concerned and the the statute any more than if the coupon preword "any" preceding the words "manufac-sented to the customer indicated on its face turer, packer or dealer" indicates plainly that that it covered two transactions, in one of

of Wisconsin with the sale of its goods; the plaintiff to refund monthly to the other company whatever amounts it paid for such redemption together with a fee for the services as such agent of $2 for each 1,000 of such coupons as were issued by plaintiff and redeemed by the other company and when returned to the plaintiff properly bundled. The United Profit-Sharing Company was also obligated to have the coupons printed for plaintiff on a special kind of paper charging at the rate of 60 and 75 cents per thousand for the respective forms of coupons. The referee also found that an oral contract was made at the same time substituting the new written contract for the old one, and that there was no other contract or agreement between those two on this subject-matter than as herein indicated.

It was further found that the plaintiff used these coupons for the sole purpose of advertising its product, and not otherwise; that the cash redemption by the United Profit-Sharing Company is done for the reason that that company can do it cheaper and give better service than if done by the plaintiff itself. Catalogues had been printed prior to the enactment of the law in question which had been distributed by the United Profit-Sharing Company both in this state and in other states where no such prohibitions were in force specifying the conditions upon which and the kind and nature of the merchandise which could be obtained for the coupons as formerly used and issued by the plaintiff as well as by other concerns. Richmond, Jackman, Wilkie & Toebaas, of Madison, for plaintiff. Spencer Haven, Atty. Gen., Walter H. Bender, Deputy Atty. Gen., and E. E. Brossard, Asst. Atty. Gen., for defendant. Ezra M. Kuhns, of Dayton, Ohio, Sanborn & Blake, of Madison, and E. H. Bottum, George B. Hudnall, and Walter Drew, all of Milwaukee, amici curiæ.

ESCHWEILER, J. (after stating the facts as above). Chapter 480 of the Laws of 1917 provides as follows:

in this court, and it was there held to be a proper exercise of the legislative power. Sperry & Hutchinson Co. v. Weigle, 166 N. W. 54. What was there held as to the evident scope and purposes of the act need not be here repeated.

The plaintiff contends that as packer or manufacturer of the oleomargarine its method of business is a proper compliance with the provisions of this chapter; that the three respective forms of coupons to dealers, clerks, and consumers are issued, within the language of the statute, when they are respectively packed in the cartons and boxes at plaintiff's place of business in Chicago before shipment. It also contends that the transaction, so far as it concerns the shipment direct to the jobber and receipt by him and redemption by it, through its intermediary, the United Profit-Sharing Company, of the so-called dealer's coupon, is a transaction of interstate commerce and beyond interference with or regulation by the state.

It furthermore contends that it may lawfully, under the statute in question, make the United Profit-Sharing Company its sole and exclusive agent for the cash redemption of such coupons.

The defendant expressly disclaims any intention of enforcing the statute in question so as to in any way interfere with interstate business, but contends that both the issuing and redeeming of such coupons can only lawfully be done by a packer, manufacturer, or dealer who is within the state of Wisconsin; and, secondly, that coupons such as are here under consideration appearing on their face to be redeemable only by some third person cannot be lawfully issued.

[1] In view of the nature of the requirements of the federal law regulating the manufacturing and dealing in oleomargarine and the manner in which such product is packed and shipped, as appears from the facts in the record before us, we are satisfied that in the transactions between the plaintiff in this case and the jobbers within this state to whom shipments of the product are made in the box"Sec. 1747m1. No person, firm, corporation, es of original shipment the placing of the dealor association within this state shall use, give, er's coupon therein entitling such jobber to a offer, issue, transfer, furnish, deliver, or cause or authorize to be furnished or delivered to any cash payment, and any redemption thereof, are other person, firm, corporation, or association all parts of one commercial transaction. within this state, in connection with the sale of Loverin & Browne Co. v. Travis, 135 Wis. 322, any goods, wares or merchandise, any trading stamp, token, ticket, bond, or other similar de- 331, 115 N. W. 829; F. A. Patrick Co. v. Desvice, which shall entitle the purchaser receiving champ, 145 Wis. 224-228, 129 N. W. 1096. the same to procure any goods, wares, merchan- Such shipments being from without the state, dise, privilege, or thing of value in exchange for they are in the domain of interstate comany such trading stamp, token, ticket, bond, or other similar device, except that any manu- merce, and subject only to federal regulafacturer, packer or dealer may issue any slip, tion; that therefore neither the defendant as ticket, or check with the sale of any goods,

wares or merchandise, which slip, ticket or check a state officer nor this court has any power shall bear upon its face a stated cash value and or right to interfere with, control, or regushall be redeemable only in cash for the amount late the issuing of such dealer's coupons, the stated thereon, upon presentation in amounts aggregating twenty-five cents or over of redemption value, and only by the person, firm or corporation issuing the same.

Immediately upon its passage the constitu

manner and form in which they are being issued and delivered, or the redemption thereof either by the plaintiff itself or by any third person whom it may designate. Such

and the person to whom the shipment is made, | right to issue coupons to manufacturers or and not subject to state regulation. Greek-packers without the state who ship to dealers American S. Co. v. Richardson D. Co., 124 or consumers within, nor that the redemption Wis. 469, 474, 476, 102 N. W. 888, 109 Am. St. of any such cash coupon must be done by Rep. 961; Schollenberger v. Pennsylvania, 171 some one within the state necessarily. U. S. 1, 18 Sup. Ct. 757, 43 L. Ed. 49; Rosenberger v. Pacific Exp. Co., 241 U. S. 48, 36 Sup. Ct. 510, 60 L. Ed. 880.