152 N.Y.S. 750 | N.Y. App. Div. | 1915
I think it is quite clear, particularly under the circumstances disclosed by the agreement, that the apparatus in question was not annexed to the building in such manner as to lose its character as personal property. (Central Union Gas Co. v. Browning, 210 N. Y. 10; Fitzgibbons Boiler Co. v. Manhasset Realty Corp., 125 App. Div. 767, Scott, J., dissenting; reversed on dissenting opinion of Scott, J., 198 N. Y. 517; Murdock v. Gifford, 18 id. 28; McKeage v. Hanover Fire Ins. Co., 81 id. 38; Cosgrove v. Troescher, 62 App. Div. 123.) The apparatus thus remained a chattel and was not “attached ” to the building in such manner as to bring it within that portion of section 62 of the Personal Property Law (Consol. Laws, chap. 41; Laws of 1909, chap. 45) which was added to section 112 of the former Lien Law (Gen. Laws, chap. 49; Laws of 1897, chap. 418) by chapter 698 of the Laws of 1904. (Central Union Gas Co. v. Browning, supra.)
The question remaining is whether the agreement under which the apparatus was installed constituted a conditional sale within the terms of the 1st paragraph of said section, which in effect provides that all conditional sales of chattels accompanied by delivery shall be void as against subsequent purchasers, pledgees or mortgagees in good faith, unless the contract of sale or a copy thereof is filed, and other provisions of the Lien Law
It is, of course, true that in every such case as the present the court is not bound by the mere form in which the parties have chosen to put their agreement or the name by which they have been pleased to call it and that the whole agreement and the circumstances surrounding the same are to be examined for the purpose of determining its true character. It is equally clear that a lease of chattels is not required to be in any particular form, but may be expressed by an exchange of writings or in other manner sufficient to constitute a binding obliga
(1) It must he exercised within four years from the time when use of the apparatus should begin;
A simple computation shows that if the option had not been exercised until the end of four years, such payment would have amounted to $576, as against a purchase price and interest aggregating $1,285.80, leaving a net payment of $707.80 in excess of the rentals and equalling about seven-tenths of the original purchase price. Had the option been exercised at an earlier date the cash payment would have been proportionately greater. These figures dissipate any suspicion that the term rent and the actual rent expressed to be paid up to the time the option might have been exercised so nearly approximated the purchase price as to show that the so-called rent was a mere substitute and cover for installment payments. In this respect the agreement is both in its actual terms and in the operation of its payments materially different from that considered in the Central Union Gas Company Case (supra) where the agreement provided that after six annual consecutive payments had been made the chattels were to become the property of the lessee without any additional payment whatsoever.
The learned court below seems to have disposed of the case on the theory that in this State any lease of chattels with an option to the lessee to buy is per se a conditional sale. It is perhaps not surprising that this or any other theory should be evolved from the mass of more or less apparently contradictory decisions to be found in the State and Federal reports. This contrarity of result has largely been due to confusion arising from an attempt in a given case to compare the contract in' that case with the contract in some other case and from a supposed analogy of facts to draw an analogous conclusion of law. But where the essential ingredients of a contract have been once determined, it should not be a difficult task to decide what is its legal effect. Leases and options to buy chattels are still in this State as distinct as they ever were, and their incorporation into one agreement does not work a fusion of the two contracts. Manifestly, an option to buy, which the optionee is at liberty to exercise or not as he chooses, is different from an
The judgment should be reversed and a new trial granted, with costs to the appellant to abide the event.
Ingraham, P. J., Clarke, Scott and Dowling, JJ., concurred.
Judgment reversed and new trial ordered, with costs to appellant to abide event.
See Consol. Laws, chap. 33 (Laws of 1909, chap. 38), art. 10, as amd. — [Rep. .