33 N.Y.S. 486 | N.Y. Sup. Ct. | 1895
In February, 1893, the respondent, Simmons, was appointed receiver of the Eureka Mower Company, a domestic "corporation organized for the purpose of manufacturing and selling mowing machines and other agricultural tools. At this time the company was in possession of about seven acres of land, on which were located brick buildings built by the company in which to con
“The manufacturing plant known as the ‘Eureka Mower Company’s Property,’ consisting of about seven (7) acres of land, on. which are erected an office building, foundry, machine shops, storehouse, lumber sheds, scales, and other appliances for conducting a manufacturing business, including only such machinery and -office furniture as is mentioned in a schedule hereunto attached, marked ‘A,’ with all the appurtenances, rights, privileges, and benefits, railroad tracks, water rights, and other privileges incident to said real estate.”
In giving the option of purchase, the property is described as “the property embraced in the lease.” In Schedule A, annexed to the contract, there was: First, under the head of “Office Furniture,” a list of such articles; then, under the head of “Machinery, &c.,-in Wood Shop,” a number of articles were specified, including “one grindstone, with iron frame,” several circular saws and tables, a planer, a lathe, a section fan and its air pipes, work benches and iron vises on them, and “all countershafts and bolts used for driving all the foregoing machinery”; then, under the head of “Machinery and Tools in Blacksmith Shop,” several articles were named, among others, “one Merrill & Bros, drop hammer,” a spring hammer, all countershafts and bolts used for driving them, “one fan blower, with its countershaft, belting, and air pipes”; and lastly, under the head of “machinery, piping, shafting,” etc., there was entered “all piping, line shafting and line belting, boilers, engines, heaters, steam pumps, all tools and appliances in the engine and boiler rooms.” On the same day that this contract was made, the receiver took back from Bisley a lease for a year of “all that part of the Eureka Mower Company plant, in Utica, described as follows: The north one-half of the machine shop, and the rooms known as the milling, grinding, and chipping rooms, on th,e north front of said plant, the
Ordinarily, in determining whether a certain article is a fixture and a part of the realty, the purpose of the annexation and the intent with which it was made are the most important considerations. McRea v. Bank, 66 N. Y. 489. The intent is sometimes presumed (Tifft v. Horton, 53 N. Y. 382; Ewell, Fixt. 43), or it may be inferred from circumstances (McRea v. Bank, supra; Voorhees v. McGinnis, 48 N. Y. 278). So that in the present case, although the intent with which the annexations were made is not specifically stated in the facts agreed upon, still the object and purpose of the annexation appear, and the surrounding circumstances; and these facts are to be considered in ascertaining the intent of the annexation, so far as it may be material. When, however, there is an agreement on the subject between the parties, then the intent of the parties is to be given effect, and the question becomes one of interpretation and construction, determinable by the general rules applicable to such cases. Ewell, Fixt. 307. In such cases the conduct of the parties is material, and if the language of the contract is indefinite or ambiguous the practical interpretation of it by both parties is a consideration of importance. Woolsey v. Funke, 121 N. Y. 92, 24 N. E. 191. It is conceded that the most, if not all, of the articles in controversy were placed in the buildings by the Eureka Company for its use in its manufacturing business. It is also quite apparent that many articles so placed were by all parties, without question, considered personal property. Of the articles in question, the cupola, the blower, and the tumbling barrels were used in connection with the foundry. The cupola was in .the foundry building, and was used
It is evident that all the articles in controversy, except the cupola, that were attached to the buildings or grounds, could be removed without injury, so that each of such articles may be said to be, in itself, a complete machine, or a complete article of machinery, capable of being used in other places of like character. It is to be observed that in the schedule of- machinery attached to the contract there are specified a fan blower and belting and a drop hammer. The failure to specify the similar articles in controversy would indicate an. intention they should not be included. All line shafting and line belting are specified, but only the countershafts and belts then used for driving the machinery therein specified. The inference would be that the countershafting and belting, in connection with articles not specified, were not intended to be included, as all the countershafting was attached to the buildings in substantially the same form. The conduct of the parties in regard to the sale of the grindstones and the renting of the power press and drop hammer, although the latter were at the time in possession of Bisley and the harrow company, is suggestive of an understanding at the time that they were not covered by the original contract. The purpose of the lease in the contract of September 6,1893, was to enable the lessee or the harrow company to manufacture harrows. For that purpose they had no use for the articles specially connected with the foundry, and so it may be said that for that reason they were not mentioned in the schedule of machinery,'.or intended to be included in the contract of purchase. The tumbling barrels were such as were used in similar foundries, and if the countershafts used in connection with them were not intended to be covered by the contract, as they were not therein specified, it may also be said that the barrels were not intended to be covered. They were certainly no more a part of the realty than the line shafting, and the specification of the latter gives point to the failure to specify the other.
Order modified, as stated in the opinion, and as modified affirmed, without costs of appeal to either party. All concur.