285 Mass. 259 | Mass. | 1934
This is an action of contract. The cause of action is the alleged breach of a covenant in an assignment given by the defendants to the plaintiff. There were two hearings before the same judge of the Superior Court, who made findings and rulings. The evidence is not reported in full and the bill of exceptions does not purport to contain a summary of it all; therefore the findings of fact must be accepted as true. The pertinent facts thus displayed are that at the time of the assignment, June 1, 1922, the defendants (hereafter called the Hosmers) were plaintiffs in an action pending in a court in Texas against the New York Buyers Association to recover losses sustained by paying a draft with bill of lading attached covering a carload of eggs, the amount of the claim being $2,550.62. The Texas court had jurisdiction of all parties to that action. The Hosmers executed and delivered to the plaintiff an assignment of that claim and
The trial judge in the case at bar found that, at the time of the assignment, (1) the Hosmers had a claim against the New York Buyers Association growing out of the losses sustained by them by reason of paying the draft in general as set forth in the assignment; (2) the claim was a just and legal demand against the New York Buyers Association, and (3) no part of the claim had been paid. “In other words” he found “as a fact that there
The case at bar is an action on a covenant contained in an assignment to the plaintiff by the Hosmers of a “claim and demand”, definitely described by reference to a pending action in a court of Texas. That covenant, so far as now in controversy, is that “said claim is a just and legal demand.” The assignment contains no definition of those words. It specifies no way to ascertain their meaning. It names no tribunal by which their meaning shall be adjudicated. That must be determined by the court in which the covenant is litigated. The right meaning of the words of the covenant must be interpreted in the light of the subject matter to which they are applied and the relations of the parties to it and to each other. The subject matter of this assignment was a claim which was disputed, as all the parties knew. The one owing it had refused to pay it and the Hosmers had been obliged to bring an action in the court of a distant State to enforce collection. The plaintiff as assignee was a resident of that State. The consideration paid by the plaintiff for the assignment was less than fifty per cent of the face value of the claim. Manifestly all parties intended that the assignee was to take some risks and if successful was to reap a considerable profit. It was in substance and effect the assignment of a pending lawsuit. The assignment is unequivocal to the point that it “is made without recourse” and that the Hosmers do not guarantee the payment of the whole or any part of the claim, and that their “only covenant” is that the claim is just and legal. That covenant is to be read in the light of its context and of the assignment as a whole. One purpose of the assignment was to transfer to the plaintiff as assignee the responsibility and expense of prosecuting that lawsuit to its conclusion and to relieve the Hosmers of those burdens. That is clear from the clause conferring these rights upon the plaintiff. The covenant did not go so far as to cover any aspect of the trial of the pending action on that claim.
The scope and meaning of the covenant as of the date of the assignment are to be determined in the light of these circumstances upon all evidence produced at the trial of the case at bar. The introduction of evidence was proper to the effect that the claim assigned was at that time a just and legal demand. That was the crucial date. What that evidence was is not set forth in the record. It must be assumed that it warranted the finding made. At the request of the plaintiff the trial judge ruled that this “court does not inquire into the Texas proceedings,” that a “legal demand is a demand which is good in law,” and that a “just and legal demand is a demand which the courts will enforce and not what the defendant may think or believe to be just and legal.” The findings of fact must be presumed to have been made pursuant to those rulings of law.
It follows from the terms of the covenant rightly interpreted that the judgment of the Texas court was not decisive in favor of the plaintiff.
It is clear, also, that no question as to the full faith and credit clause of the Constitution of the United States, art. 4, § 1, is involved. The present action is not brought on the judgment of a Texas court. The subject matter of the present action is not the existence, scope, or meaning of a judgment of the Texas court. It is the meaning of a covenant in a contract between the parties to the case at bar. That covenant was not in issue in the Texas case. It does not appear that the attention of the Texas court was drawn to the assignment. There was no necessity or occasion that it should be. The claim in suit in the Texas court related to the loss to the Hosmers flowing from payment of the draft as set out in the assignment.
The general finding in the case at bar in favor of the defendants imports a finding of every subsidiary fact necessary to that result. No finding of fact can be said to be contrary to the evidence. Moss v. Old Colony Trust Co. 246 Mass. 139, 143. No error of law is shown.
The doctrine of res judicata is not applicable to the case at bar. The New York Buyers Association was the defendant in the Texas litigation; that association is not a party to the present action. It is not contended that the present parties are privies to that association. Therefore the parties are not the same. The causes of action are different. The action in Texas was to recover for alleged overpayment on a carload of eggs; the present is an action for breach of a covenant made long after that alleged overpayment. The rights of the parties and the cause of action in the case at bar were not adjudicated in the Texas court. Lunt v. Aetna Life Ins. Co. 261 Mass. 469, 474. Old Dominion Copper Mining & Smelting Co. v. Bigelow, 203 Mass. 159, 206. Hopkins v. Treasurer & Receiver General, 276 Mass. 502, 506. The case at bar in its facts is distinguishable from Hannaford v. Charles River Trust Co. 241 Mass. 196, 198.
When a person is responsible over to another on some claim and is duly notified of the pendency of an action involving such claim, and requested to take upon himself the defence of it, he is no longer a stranger but is bound by the judgment because he has had the opportunity to appear and defend the action. Boston v. Worthington, 10 Gray, 496. New York Central Railroad v. William Culkeen & Sons Co. 249 Mass. 71, 77. That principle has no application to the case at bar. The trial judge found: “In the present action the defendants were not requested to take upon themselves the prosecution of the Texas case after the assignment and it was never contemplated by the parties after the assignment that the defendants would in any manner assume the prosecution of the case.
All the questions argued at length in behalf of the plaintiff have been considered but need not be discussed in. further detail. The conclusion is that the findings of fact made by the trial judge must be accepted as true. Requests for findings of facts in an action at law impose no obligation upon a trial judge to make findings of fact. His duty is to pass upon pertinent requests for rulings of law and to decide the case. Davis v. Boston Elevated Railway, 235 Mass. 482, 494-495. The requests for rulings of law, so far as not granted, were denied rightly either as immaterial in view of the facts found or other rulings made, or as not sound in law.
Exceptions overruled.