181 A. 407 | R.I. | 1935
This is an action in assumpsit brought by John J. Allen against Michael A. Perrino and George P. Perrino based on a written agreement in the following form:
*354"The Village of Natick, Town of West Warwick, County of Providence, State of Rhode Island. June 21, 1928.
"In transferring this chattel mortgage to John J. Allen of the county and city of Providence on record in the city of Cranston in book 17, page 544, I hereby agree to assume payment of whatever unpaid balance of reservation of title on fixtures only.
Michael A. Perrino George P. Perrino."
This agreement was entered into by the defendants in connection with the sale to the plaintiff of a certain mortgage of personalty. This mortgage was given by the Forest Hills Pharmacy, Inc., of Cranston, to the defendant, Michael A. Perrino, to secure a loan of $1,500 made to this mortgagor by said mortgagee. The mortgage covered a stock of goods and fixtures located at 604 Reservoir avenue in the city of Cranston, excepting only a Frigidaire which was declared to be on lease from the What Cheer Creamery Co. of Pawtucket.
On June 22, 1928, after some previous negotiations, this mortgage was sold to the plaintiff for $1,000. At the time the money passed, or immediately thereafter, the plaintiff brought up the question of whether there were any outstanding claims against the fixtures. The defendant Michael A. Perrino testified that this was asked because of the reference made in the mortgage to the lease of the Frigidaire. He assured plaintiff that there were no claims and then offered to engage to pay for any claims of that nature, if any should be discovered. A person by the name of John M. Moore, who acted as agent for the plaintiff in negotiating the terms of the sale, and who was more or less his legal advisor in the matter, testified that he wanted to be sure that his friend Allen was protected and that he wanted Perrino to make a contract, although he did not doubt his word. The agreement set out above was then written out by George P. Perrino and handed to Moore who read it and then told Allen it was "o.k."
It was sometime after this transaction, plaintiff testified, that he first learned of a prior chattel mortgage on this personalty in favor of the Knight Light and Soda Fountain Company of record in the proper office, and that there was still owed on this mortgage the sum of $496.22. The plaintiff paid this sum apparently to protect the mortgage which he bought from Perrino against the possible foreclosure of the prior mortgage. Having done this, he then demanded reimbursement from the defendants under the *355 written agreement, which he claimed covered this chattel mortgage. They refused to acknowledge any such claim, saying that the agreement referred, not to any outstanding prior mortgage, but to any claim that might arise on account of the chattels held under the Perrino mortgage being on conditional sale or, as stated in the agreement, where there was a reservation of title, which they claimed was the same thing. Thereupon Allen brought suit alleging that the said agreement covered the mortgage debt due the Knight company. The death of defendant George P. Perrino having occurred after suit was brought, the action was dropped as to him after suggestion of his death upon the record.
The case was tried before a justice of the superior court sitting with a jury and at the conclusion of the evidence the court, on motion of the defendant, directed the jury to return a verdict for the defendant on the ground that there was no question of fact for the jury because the words "reservation of title" used in the agreement referred to a conditional sale and could not be extended to mean a chattel mortgage. The plaintiff excepted to this ruling and to other rulings of the trial justice, who in the course of the trial permitted certain questions to be propounded to witnesses over plaintiff's objections, and has brought his bill of exceptions to this court.
Plaintiff contends that the words "reservation of title" may refer either to a conditional sale or to a chattel mortgage, and that parol evidence is admissible to explain in what sense they were used in this transaction. He insists, therefore, that the trial justice erred in ruling that the words "reservation of title" as a matter of law meant only a conditional sale. In support of his contention, the plaintiff cites numerous authorities, only two of which are Rhode Island cases, Arnold
v. Chandler Motors,
Since the words "reservation of title" have a definite, precise legal meaning, the parties to the agreement must be presumed to have known what these words meant and to have intended to use them to express that meaning. Parol evidence is not admissible to explain that the parties in this instance used them to mean something else.
In an early case, Knowles v. Nichols,
In Watkins v. Greene,
The cases cited by the plaintiff in support of his contention that parol evidence is admissible to explain the meaning of the words are cases in which it was held that such evidence was admissible where there was a latent ambiguity or fraud in the inducement of the contract or proof of mistake. In none of the cases was there a question similar to the one before us. For example, in Wholey Boiler Works v. Lewis,
These are the Rhode Island cases relied on by the plaintiff and none of them, it seems to us, support the proposition *358 advanced by him, that the words "reservation of title" used in a memorandum agreement connected with the sale of a chattel mortgage may be explained by parol evidence, and that it is within the province of the jury to determine in the light of such evidence what the words really meant in this transaction.
As to the latter part of this proposition, the plaintiff cites Johnson v. Kile Morgan Co.,
Considering the authorities cited above, we feel justified in saying that the words "reservation of title" have a definite legal meaning in this state. They speak for themselves and need no parol evidence to explain them. They do not, when used in connection with personalty, refer to a chattel mortgage but rather to a conditional sale. Therefore, we are of the opinion that the trial justice did not err when he decided that, as a matter of law, these words had an established legal meaning and that there was no question of fact to be submitted to the jury.
The plaintiff, finally, contends that he was entitled to have the case submitted to the jury on the common counts. His declaration alleged two counts, one on the express contract and one on the common counts. On the trial, he sought to prove only the first count and to establish an express contract by which the defendants were engaged to pay any balance due on "reservation of title on fixtures only," but he failed to prove any balance so due. There could not, under these circumstances, be any finding on the common counts. The express contract as alleged in the *359 first count was established but the facts proved on the trial did not constitute a breach of said contract.
Plaintiff relies on the case of Scanlon v. Anderson,
The plaintiff's exception to the direction of a verdict for the defendant Michael A. Perrino is therefore overruled. The plaintiff's other exceptions, for reasons set out above, are likewise overruled. The case is remitted to the superior court for the entry of judgment on the verdict as directed.