135 A. 407 | Md. | 1926
This appeal brings up for review a ruling that when, after the conditional sale of a chattel, but before the recording of the contract of sale as required by statute, the vendee wrongfully delivers the chattel to one to whom he had previously sold a chattel of that nature for future delivery, and by whom he had previously been paid in full, the first vendor, notwithstanding reservations of title in the contract, is not entitled to take the property from the possession of the second vendee, who has no notice of the previous conditional sale.
One Guise, described as "in business for himself," in December, 1924, sold a Hannaman piano to Mrs. William A. Parran, of Calvert County, and agreed to deliver it in June, 1925, to Mrs. Parran's daughter, now Mrs. Wilson, who was to be married in that month. The full purchase price was paid by Mrs. Parran to Guise in December, 1924. Guise appears to have had no piano to deliver, and with one excuse and another put off delivery from June, 1925, to December, 1925, when, upon making a small initial payment, he bought a Lindeman piano from the appellee, Charles M. Stieff, Inc., upon a written contract of conditional sale, by which Stieff, Inc., reserved title until the full purchase price should be paid, and reserved a right to resume possession upon violation of other conditions of the sale. Guise, in violation of these conditions, but before the contract of sale was recorded, delivered the piano so obtained to Mrs. Wilson, in fulfillment of his previous contract with Mrs. Parran, and it was accepted as a fulfillment of that previous contract. Stieff, Inc., upon learning of this disposal of the piano, took possession of it by replevin. But neither Mrs. Parran nor Mrs. Wilson had any actual notice of the sale upon condition, and they claimed property in the piano. The trial court, in rejecting four prayers offered by the plaintiff, declined to rule that the plaintiff in the replevin suit had title and a right to resume possession; and an exception was taken to the ruling. Verdict was rendered and judgment entered for the defendant.
By the provisions of the more recent Sales Act (Code of *600
Pub. Gen. Laws, art. 83, secs. 41, 44 and 45), as well as under previous decisions of this court (Praeger v. Implement Co.,
The appellant urges that the broad words of the statute, "void as to third persons without notice," must be intended to have some qualification, excluding, at least, persons without some claim of right to the property, who would not be injured by enforcement of the condition. Kimball v. Post,
Proceeding from this principle, the appellant argues that, as Mrs. Wilson took the piano only in fulfillment of the antecedent contract and in settlement for the antecedent payment, she parted with nothing new on the faith of Guise's apparent title to the piano, and, so, is not to be regarded as injuriously affected by the contract of conditional sale. The argument is one that has repeatedly been made in contesting the title of a person taking property in payment of an antecedent debt. All the cases have agreed that for a purchaser to be protected against an intervening equity, as upon an unrecorded deed, "it must at least appear that he did some act on the faith of the sale, by which his position was varied for the worse and which cannot be retracted" (2 White Tudor, Lead. Cas. in Equity (4th Amer. Ed.), 82, 83; Note, L.R.A. 1918C, 438); but the decisions have differed on the effect, under this rule, of taking the property in settlement of an antecedent debt. In Maryland it has been argued (Tiedeman v. Knox,
The final question in this case, then, is whether the acceptance of this piano as a compliance by Guise with his contract, on which he had been paid in full a year before, is a taking in satisfaction of an antecedent debt or pre-existing claim, such as, under the rule so laid down, entitles the appellee to hold the piano against the equity of the intervening, unrecorded contract of conditional sale. We do not see any ground for distinguishing between the two. A purchaser who receives delivery in compliance with an antecedent payment seems, in principle, to be in exactly the situation of a creditor who takes the chattel in satisfaction of an antecedent debt or pre-existing claim. The only possible difference would be that in the former the transferee would receive a chattel for which he originally contracted, specifically, while in the latter he might receive a chattel without having previously contracted to receive it; and that seems to be no more than a difference in the stage of relations of the parties at which the transferee agrees to take the chattel. We do not find in this any foundation for a distinction in legal principle or effect. This conclusion does not appear to us to be affected by the fact that the piano delivered to Mrs. Wilson was not of the same make as that specified in the *603 original contract of sale. There was still the fact of previous payment of purchase price, and the resulting obligation or indebtedness; and the acceptance of the different piano in settlement would seem to have left the purchaser no less in the situation of one taking property in settlement of a pre-existing debt. The argument that a later vendee, who parts with nothing new, should not be regarded as injuriously affected by failure to record the earlier contract, is one of obvious strength; but it has not been accepted by the law which controls our decision.
It has been urged that Guise's delay of six months in making delivery to Mrs. Wilson, and his delivery of a Lindeman piano instead of the Hannaman piano specified in the original purchase, might be sufficient to put Mrs. Wilson upon notice of the existence of some defect in Guise's title (Higgins v. Lodge,
Judgment affirmed, with costs to the appellee.