First Nat. Bank of Litchfield v. Pipe & Contractors' Supply Co.

273 F. 105 | 2d Cir. | 1921

HOUGH, Circuit Judge

(after stating the facts as above). [1,2] The contract at bar was made and was to be performed in Connecticut. It is therefore to be interpreted in the light of the Uniform Sales Act, which has been adopted in that state. The relevant sections of that statute are Nos. 41, 42, and 60 (Gen. Stat. Conn. §§ 4707, 4708 and 4726).

The bargain between Bank and Pipe Company is plain and plainly expressed, viz. that Pipe Company was to pay the Bank $1,475 when the property was loaded on, cars at Litchfield. The price was due and payable the moment that loading occurred. In the language of section 42 of the act, “delivery of the goods” (which in this case means completed loading on cars at Litchfield) and “payment of the price are concurrent conditions; that is to say, the seller must be ready and willing to give possession of the goods to the buyer in exchange for the price, and the buyer must be ready and willing to pay the price in exchange for possession of the goods.” The intention of parties, as derived from their chosen words, was that title should pass when goods were laden on cars at Litchfield. The transaction was intended to be cash, and the contract was “Do ut des.” Frech v. Lewis, 218 Pa. 143, 67 Atl. 45, 11 L. R. A. (N. S.) 948, 120 Am. St Rep. 864, 11 Ann. Cas. 545.

But Pipe Company, although notified when the cars would be loaded, and pointedly asked for the price, neither sent for the goods nor paid. They did ask for a variation of the contract, which was refused, and at the end of a week from the time when payment was due the Bank sold. This was in assumed compliance with section 60 of the Sales Act, which provides that “where the buyer has been in default in payment of the price an unreasonable time an unpaid seller having a right of lien * * * may resell the goods.” ,

[3, 4] That an unpaid vendor who has not parted with possession lias a right of lien is entirely plain; wherefore the only point in this litigation is whether the bank sold before the expiration oí a “reasonable tíme.” The case was tried below with a jury waived; consequently the findings of fact by the court have the force and effect of a jury’s verdict. This reduces the case to the inquiry whether the finding of the trial judge that the week aforesaid was not a reasonable time is a question of fact or law; for if it be of fact, and based upon any supporting evidence, it is conclusive upon a court reviewing by writ of error.

[5] It is doubtless true that the phrase “question of law” often disguises matters which with equal propriety might have been called questions of fact. Thus the meaning of language as derived from the mere examination of a dictionary is a question of fact in one sense of that phrase. Yet it is perfectly settled that the meaning of plain words, whether contained in a contract, statute, or other writing, is for the court, and that such matters of interpretation or signification are commonly called questions of law hás long been a matter of no moment. CL Williston, Corn. § 616.

[6] The meaning of the phrase “reasonable time” is not doubtful; it is “such time as is necessary conveniently to do what the contract requires should be done.” Chapman v. Dennison, 77 Me. 211. The subject-matter oftentimes suggests a rule or meaning; thus it was said in Illinois, etc., R. R. v. Mulberry, etc., Co., 238 U. S. 280, 35 Sup. Ct. 762, 59 L. Ed 1306: “What is a reasonable time is to be determined in view of the requirements of interstate commerce.”

. This was a commercial transaction. The parties were separated by no great distance, and, as the record shows, postal, telephonic, and railway communications were in working order. There is not a disputed fact in the case, and “where the facts are clearly established, or are undisputed, or admitted, the reasonable time is a question of law.” Hill v. Hobart, 16 Me. 164; and to the same effect Bowen v. Detroit, etc., Ry., 54 Mich. 501, 20 N. W. 559, 52 Am. Rep. 822. If the contract specifies no time, as in the present case, a reasonable time is implied by law, and what is such reasonable time is a question of law. Morse v. Bellows, 7 N. H. 549, 28 Am. Dec. 372; Sentenne v. Kelly, 59 Hun, 515, 13 N. Y. Supp. 529.

[7] Having regard to the admitted situation of the parties, we have no doubt that the week allowed by the Bank before exercising its right of sale was a reasonable time.

The judgment,is therefore reversed, with costs, and a new trial awarded.