*1 LAND-AIR, INC., Appellant, corporation, Baptist J. Western Norman PARKER and Association, Hospital non- an Arizona corporation, Appellee. profit
No. 8927-PR. Arizona,
Supreme Court of
In Banc.
Dec. 1967.
Rehearing Denied Jan.
Thayer Lindauer, appel- Phoenix, C. for lant. Hill, Savoy, Savoy Flickinger, E. & John
Phoenix, appellee Baptist for Western Hospital Association. Cox, Jr., Hedberg, Cox & James J.
Phoenix, appellee Norman Parker. J. McFARLAND, Vice Chief Justice: Petitioners, Dr. Norman Parker and J. Baptist Hospital Association, Western who appellee-defendants, petitioned were re- view of Appeals decision (Land-Air, Inc. v. Norman Parker and J. Baptist Hospital Association, Western Ariz.App. 395, 420 P.2d re- 967), which Superior Maricopa versed Court of Coun- ty judgment rendered their favor. We granted petition for review. plaintiff Inc., in the trial court herein, respondent hereinafter referred Land-Air, brought to as this action to plevy equipment under the contracts execut- by petitioner-defendant ed Norman Dr. J. Parker, designated hereinafter or, alternative, at- damages torneys’ execu- fees. Parker admitted the contracts, he was tion of the but denied present equipment and denied owner of liability ground that the conditional terminated, cancelled, sales contracts were agreement. refinancing and novated pre-trial upon stipulation hearing, At the parties, agreed it was one issue e., would be tried —i. whether the condi- tional sales contracts assignee and had been cancelled *2 2 subsequent agree-
novated of a 2 reason under above. court No. The lower found trial ment. The court heard the cause with- presented facts and circumstances jury, granted judgment out and Hospital. Baptist
Parker and
From
with
enter
a novation
into
appealed
judgment Land-Air
the contracts.
principles
Under established
appellate procedure,
Appeals,
which
in favor
reversed
affirm
must
any
Land-Air.
the trial court if “we can on
reasonable
view
the evidence deduce therefrom
dis-
and
manufacturer
which,
any
law,
theory
facts
of the
its
X-ray equipment.
tributor of
One of
judgment.”
would sustain
v.
Colvin
X-ray
equipment
machines and additional
Superior
Co.,
113,
Equipment
Ariz.
392
were sold to Parker
Allied Medical
778;
P.2d
Babbitt & Cowden Livestock Co.
Allied, a
Supply,
designated
hereinafter
re-
Hooker,
263,
v.
28 Ariz.
If establish until agreement Nationwide his may and circum der be shown the facts lease-option-to-pur- August relationship parties when stances of the of the assumed No, practice chase was Children’s Oste- a rule it’s opathic Hospital, approval with the Ex- immediately you’d reassign it then change Bank, assignee National Na- going back and forth.
the instant *3 tionwide, wherein the Association, ment. Thereafter suit suit pay Arizona. dren’s ed to the Children’s recover the trial below. been Exchange against Hospital obligations paid under an Subsequent case, Parker and Children’s Parker for a Children’s then equipment, National Bank then defaulted full Western acquired possession under assumption agreement Hospital equipment thereto, Hospital Pai-ker at the time other under and also instituted deficiency Baptist Hospital defendant lease in the Chil- agreed Phoenix, contract, Hospital brought agree- mov- to you were right ? “Q that either ary collect this “A That’s correct. who “A [sic.] them on 20, 1961, account or went told So going your [*] Allied Medical back to Allied Medical You went collect to have account or you [*] perhaps recourse, Allied Medical were or settle it [*] back to the prior account pay is that going Supply either is and told that it, [*] to to isn’t or right? or go Febru- Supply dealer [*] settle them time, back they equipment. upon No demand was made “A the term ‘collect’. I did not use completion from used— these transactions with Allied and Nation- n —didn’t testify “Q you just that? IS, days wide from until a few June ‘col- “A don’t used the word believe I original complaint before the was filed lect’, no. September period 1962—a of over fourteen “Q your testimony, That’s not months. right ? Jackson, Edward H. credit manager for you “A The whether use basis around Land-Aii-, testified, part, as follows: not, actually we collect or what word “A There is a differentiation between payment tell from them to do is obtain up follow an accounts receivable them them and under a contract ask up follow contract. payment them. obtain from period After a certain of time on as- “Q settlement, or Obtain wasn’t signed contract a letter two where or your testimony ago? minute brought any has not results it is then right, they “A That’s or settle have to back to the dealer. referred themselves, it because— “Q you expect And the dealer make “Q they—If it have to settle themselves you? the collection for they you, becomes account isn’t owe me, “A Not for he either collects it right? settles the account in order to avoid “A papers We would not release the repurchase having equipment naturally them, paid until we were contract. why it reassigned that’s not be would “Q He they collects settles did unless remit to us for it. rebuy so that he’s not going have to “Q February 20, 1961, But1on that was you
it back from ? the status of receivable, this Parker isn’t ?so right. “A That’s right, they subject “A That’s were “Q you But he did things while to.
were the owner of the me account? Let specific; you in this did not “Q February you case reas- ef- ceased sign Medical, this contract to Allied did fort whatever collect Dr. you? Parker, isn’t that so? funct, Parker. decided to sue then Dr. direct contact with made no We It no other choice. Parker. court’s conclusion con- trial any kind of you make “Q did How acts which those do tact? logical in perform quite in fact it did through go “A We seeming light Land-Air’s unconcern practice. common Supply, this enforce Park- further efforts to sup- were ones that They “Q were obligation. personal After the account er’s collecting? posed to do Allied, Land- “referred back” to had been *4 get doctor to the that were The “A ones over Parker for Air made no contact with paying schedule.
to renew
after
months, and it
not until
was
fourteen
you
then
defunct
“Q
Allied went
After
that counsel
Allied
defunct
became
right?
to
Dr.
is
sue
decided
telephoned Dr. Parker.
Land-Air even
support
the lower
Facts which further
no choice.
hadWe
grant
au-
of
finding of a
court’s
broad
******
are:
thority by
its
Allied
Land-Air to
all
perfectly
“Q
have been
It would
Land-Air,
to
in
by
act
(1)
choosing
Supply to re-
right
for Allied
behalf,
very party
with whom
chose
Parker, you
money from Dr..
ceive
previously dealt, and who—dur-
Parker had
it,
you ?
to
didn’t
wanted them do
ing
previous dealings
Parker —had
it.”
correct,
they
if
received
“A That’s
by any
agency,
of
been unfettered
bonds
might
ex-
and in
Parker
be
whose
will
had
It
be noted that
rely;
pected
(2)
an or-
Allied was not
to
original conditional
to collect under the
dinary
agency,
collection
but instead was
Parker and
agreements between
sales
type
equipment
as
of
and
dealer
Land-Air,
as was
to
which were
agree-
such was familiar with contractual
by
It will also
the lower court.
found
beyond
ranging
scope
ments
well
the ac-
to collect
noted that he was directed
collection;
only further
(3)
mere
The
evidently
count or settle it.
was
by
done
contact with Parker was
during
employment
difficulties
involved
Land-Air;
supervision
without further
same
transaction. At the
the time of this
as
(4)
and
The use
such broad terms
currently
corporation,
time Allied was a
the wit-
“settle”
“referred back”
dealings
magnitude,
engaged
of this
description
ar-
of the
ness
Land-Air’s
dealt.
Land-Air was familiar and had
Allied.
rangements
Land-Air and
evidence,
Under
of the
this state
agency may be
It
is settled that
lower court could well have found that
proved
by showing
of facts which
to exist
any
Land-Air had
further at-
abandoned
implication
of such a
raise
contract.
tempts to collect from Parker and that
“ *
**
susceptible
proof as
It
is
negotiations
make
whatever
Allied chose to
may
other fact and
be established
with Parker would be
little
concern
circumstances,
as
from
such
jeopardize
could not
what
parties
lation of the
to each other
already
considered a lost cause. While
subject-matter,
their
and con-
acts
reassigned
not been
”
* *
Brown, supra,
duct.
Little v.
Allied,
plain
it is
from
evidence
JJ., to “collect” concur. money owing from Parker. It must BERNSTEIN, stressed, however, (dissent- authority Chief “col- Justice ing). expressly impliedly grants lect” neither nor agent authority to an to novate. regret that I cannot concur with “ * * * majority, Authority decision for I believe their not to collect does wholly authority decision in this compromise, case is unsound as include Implied agency, majority ‘implied’ simply as the uses the means that have term, following express proof has been defined in the authorization but think “ ‘ * ** Implied agency finding appearances manner: is warx-ant way actual and the authorized difference in some ’ ” ** mainly express agency Agen- Mechem, it and one of Law of [act] * * * px-oof.’ 1952). cy, (4th method of word [T]he ed. § ” * * * functions, your part the debt one chief lease say, Restatement, Agency Com- should is to see that Second receiv- § paid, ables are not (a). ments ? Clause “A That’s correct. Rather, col- money “Q customary And in this is doing not acceptance of lection is limited to the periodically Haynes Pe- review accounts and legal tender due. especially those accounts on which Turlington, 261 N.C. troleum v. (cid:127) payments have not been made? (1964). S.E.2d “A It is. , the evidence us examine Let. n majority relies “Q customary And is it con- not also upon reaching their when payments en- not been made clusion that Allied had up follow contacts with ter into a novation. ? debtors points the fact First .' “settle”, There is a differentiation between power to given the Allied was up follow of an accounts receivable effectuate that this indicates up assigned follow of an argue the con- con- I do not a novation. period im- tract. After certain power to settle tention that time novate, contract where I cannot but power to plies the brought letter or power to two has Allied was agree that results is then referred back to any legal of the word. sense settle dealer. “settle”, cross exam- appears word manager and credit Land-Air’s ination of *6 you “Q expect And the dealer to make clear makes in which it is used context you? collection meaning. intended me, “A Not he either it or collects Direct examination: settles the account in order to avoid having repurchase equip- his to request Allied Medical you “Q ever Did ment or contract. the Plaintiff collections to make contracts ? on Parker these from Dr. “Q it He collects the account or settles going
so that he’s not to to have * * rebuy you? * it back from to simple thing not a “A It’s you tell some- do not answer because right. “A That’s a collection. body go and effect to things you But he did “Q while way. put in a different You [it] were the owner of the account? say. you You that’s not what And specific; you Let me be in this case see, to they indebted us were reassign did to not this contract through We the contract. recourse Medical, you? did charged their account No, practice rule way that ex- “A it’s not the as a in this I and was it, immediately reassign to then that unless plained to them you’d going Dr. back and forth. payment from ceived account tion it would be our interests. Hí would be or take whatever necessary necessary [*] to [*] charge legal protect [*] ac- “Q You went back to the going to settle the Allied Medical and told (sic) go either collect back on them account or dealer who you on this them were Cross examination: recourse, right is that ? “A That’s correct. sup- manager Now, “Q as the credit ****** see, pose function your chief negotiations terest whatever Allied made Re-direct examination: with him. kept “Q there record Is
you told Allied to settle ac- conclusions, opinion, my are These count ? totally unwarranted the evidence. Land- swayed attempts get Air don’t word never recall ‘settle’ their usually Parker to make on his conditional was used because ‘settle’ Indeed, obligation. they sales contract had means to to some kind lower come agreement corresponded oc- figure. at with Parker on numerous a lower they demanding pay- This I casions resume can’t recall. I do recall he only It ments. were asked to contact doctor after became clear get paying they getting him back no- on his were something get pay they schedule him where Parker that Al- contacted they lied added.) them (Emphasis on his account.” informed had better collect the amount due from Parker face testimony It is evident from this that the the responsibility being liable themselves word “settle” used obligation. their recourse It is obvious sense. It was not meant either as a that the reason Land-Air not contact did compromise adjust dispute. or to See during ques- the fourteen months Empire v. Goldbard State Mut. Life Ins. they tion was because had failed to obtain Co., 5 A.D.2d (1958); N.Y.S.2d previous results from their contact Stockwell, Toombs 131 Mich. say with him. But to this indicates (1902). Obviously N.W. 288 “seeming unconcern” is absurd. Land-Air they indicates Allied had been told that releasing intention Parker from get delinquent best payments obligation. Clearly yet this was not straightened out or else Land-Air would be cause”, “lost describes impelled to right exercise its of recourse. it, for right Land-Air still had a of recourse appeared It at point one ex- cross hardly Allied. presumed It can amination and was used at no other time. to be practice reasonable grant business important, height But is the more one’s folly give Land-Air would to believe that *7 debt for less than what due is when the authority the agent himself is for liable the entire debt. per- account when Land-Air had a addition, majority lists a number In fectly right good against recourse Allied. which, conclude, they could of other factors circumstances, Under it cannot be support the trial court to have been used proof reasonably concluded that there was finding a novation. gave a sense, settle in as and a conse- majority Park- The indicates since quence, properly this be cannot previous dealings er had when finding for a basis that Allied was yet Land-Air, agent not was authority. novation a good a for this would have been reason majority rep- rely subsequent The this relies court also Parker to Allied’s on heavily the fact that Land-Air made no Parker had resentations. But of course contact for than with Parker more four- dealt when it was not with Allied agent teen months after had been Allied had been Allied, x-ray original equipment. “referred back” to and that this seller of represents Moreover, a on the part knowledge decision of Land- Air original to look to Allied conditional sales contract had been Furthermore, blind, Parker account. court He was not Land-Air. action, presumes Land-Air, by majority this In- would us believe. defed, attempts repre- abandoned further to collect how he rely on Allied’s consistently consequently and had no in- when Land-Air had sentations 8 Finally, argu- pay majority restates its
attempted to him his debt? As supervise Al- Ariz. Nygren, ment that failed said Brutinel 1045-1046, dealings I have L.R.A. lied in its with Parker. 154 P. 1918F, already stated that the reason Land-Air (1916): prior did not contact Parker because its dealing with “The mere fact that one had been fruit- communications with him agent, agency general whether the duty Indeed, imposes majority less. signal, and special, danger should be everything principal investigate on the crossing duty like suggests railroad Unfortunately, agent this would does. ‘stop, look, listen,’ if he Agency create chaos in business world. principal would bind to as- is bound him- guard useless if must certain, not only agency, the fact of every self at moment the misdeeds but the nature and extent the authori- agent. of his ty, and in case either is controverted I cannot am the evidence convinced that proof upon
burden of him to establish reasonably support the find- trial court’s fine, it. In he care must due exercise ing that into Allied had to enter authority premisés.” caution in (Empha- a novation. added.) sis Appeals de- vacate the Court of emphasizes that majority also cision, Ariz.App. 395, (1966) P.2d 967 agency, but ordinary collection was not and reverse the trial court. equipment. x-ray Conse- dealer in familiarity various quently, Allied had UDALL, (dissenting): Justice col- types agreements than mere other has concluded of the Court simply what fail see lection contracts. by the con- that Land-Air should be bound determining the relevance factor has purportedly tract which Allied Medical factor implied agency. This existence of negotiated Land-Air. With in behalf of concluding that im- cannot be basis for concur; with re- result I cannot thus plied the most For exists. one gret from that de- I have elected to dissent precepts is that an basic law termination. agent cannot in himself create this matter Parker maintains principal. bind his acting Allied Medical as an “ moreover, may authority, agent’s ‘The through Land-Air and the exercise that he merely proving shown of this effect- incident Allied had person can more A agent. acted ed a novation which released him from acts his own make himself obligation pay orig- Land-Air under the ** own declara- than he can *8 inal conditional contracts. In order sales ” Litchfield v. tions or statements.’ however, attached, for this result to have 509, 511, Green, it is first necessary that Allied Medical (1934). to enter a into nova- hand, if On the other tion binding plaintiff. on the Park- conclude that utilizing factor to First I possible will sources turn to reasonably repre- rely er on Allied’s necessary to validate act dealer, as because of its status sentations agent. Authority may be of an actual First, equally unsound. the rationale is by or real as nature when is manifested above, Parker had notice of as noted by oral or written (express) statements Second, important, assignment. and more Second, (implied). Restatement, conduct dealing person is on the burden Agency Also, apparent authority may 7.§ and extent agent an to ascertain nature empower agent an legal to affect the rela- authority. principal tions of a respect of his to a third person by by done accordance with manager acts word the credit was not intend- principal’s power such manifestations of ed as a consent a debt or no- person agent to such third that such shall vate a contract. Restatement, Second, act agent. as his by given The intent instruction Agency Finally liability prin- 8. § manager Land-Air’s credit cipal person may upon to a third be based thereby that if the Medical was informed agent power arising fact that the had a straightened delinquent payments were relationship policy —that right out Land-Air would exercise requires agent should have the against recourse Allied Medical. Under power Restatement, the principal. bind circumstances, these be reason- cannot Second, Agency 140. § ably there sufficient concluded In the principal respon- addition becomes proof plaintiff gave Medical Allied sible for contracts him one made argued to settle in the sense purporting to act on his if the defendant, consequence, and as a transaction had been authorized if with testimony properly cannot serve as a knowledge princi- material facts the finding basis Medical was pal Restatement, ratifies such action. Sec- given authority. novation Thus am com- ond, Agency Also, though 143. § pelled to conclude that ex- there apparent does not have press authority to action validate the principal bind his particular in a transac- Allied purporting represent tion, the transaction may nevertheless sub- Land-Air. ject the principal liability to the loss offered was no evidence Further there of his interests where mis- authority to arise which allows actual leads or person; fails undeceive a third evidence contrary the implication. To the principal transaction; benefits from the this na- any prior dealings of did not show or the subject matter negotiable is a instru- any other whereby Medical or ture ment which been negotiated. has Restate- authority to novate party had been ment, Second, Agency § was un- a contract. addition Land-Air In submitting The defense contends that in and hence negotiations aware of Medical, problem this collection to Allied by its inaction could not have consented expressly Allied Med- authorized Medi- failing Parker of Allied to warn Thusly argued ical to “settle”. authority. there was Finally limited cal’s empowered Allied Medical was to cancel relationship nothing about original contracts sale lease- Mr. Hare to Land-Air Medical or agreement back Nation- authority. justifies inference of wide Leasing. Further directed to we are fact, who had to Parker was obvious testimony officer assignment of acknowledged notice of the wherein the term “settle” was used and this to Land-Air sales contracts conditional alleged it is determines that Allied Medical of recourse with the reservation fully was a agent empowered to authorized Medical, position Allied Med- effect a agree novation. do not with the attempting to itself party ical was that of defense contention. Even the *9 liability Thus while to Land-Air. avoid which the referred does not bear the that actual au- I am mindful of rule the out express defendant’s contention that by impli- may proven thority arise and be authority involved was here. I feel the cation, proof feel that such au- I do not record authority shows that no actual of an Canyon thority in given this case. express can nature be found to have existed 70, Hooks, 243 v. 74 Ariz. State Canners
in For this case. the it is evident from 1023; testimony Storage Distribut- P.2d Arizona & word “settle” was not legal 232, used in ing 293 P. Rynning, sense. The use of this Ariz. Co. v. 37 10
16; 475; 73, Am.Jur.2d, Agency, p. support finding against Land- dence to § 99, Agency p. 1227. of these bases and since Air on § C.J.S. to discuss them I majority has chosen not agency au inherent There is of course . remaining my to the also limit attention relationship arises from the which (thority issues. require that policy because considerations Having of authori- considered issue should , agent circumstances an under such ty independent power and novate as an Re principal. to bind . concluding, was not au- such this statement, Agency, 140. However § apparently, expressly, impliedly, thorized not only when to policy be invoked shpuld estoppel inherently nor ratification or authority case would such a recognize scope question I next turn to the of the persons. Further be to mislead third authority granted. of the person that a third recognized Court has . a du knowingly dealing agent an has plaintiff’s with credit man- scope ty ager the source supports to ascertain Med- conclusion either agency authority and that should express authority to given ical was “collect” burden of such issue be money controverted the defendant. Au- owing from per third “collect”, fall on the establishing thority however, will same does not ex- Barnett, Ariz. pressly give son. Bank of v. impliedly agent America an or authori- 296; Memorial Restatement, ty Second, Agen- 348 P.2d Lois Grunow to novate. 238; Davis, cy Rather, v. 49 Ariz. authority agent 72. § (Clinic 491, 154 P. Nygren, acceptance Brutinel v. collection is limited to L.R.A.1918F, in or Therefore money or tender that due. and the “settle” find that the term der to strictly con- agent’s powers An are to be justify a determina here conduct involved strued, allow the authorized exercise inherent au tion that powers expressly as are such thority that Parker acted must find reasonably required perform those are prudent man aware reasonable given. .party Thus a third who deals with agent, Lois dealing Grunow he is agent un- and knows Davis, supra. Here Memorial Clinic scope duty of the der a to ascertain person new with a Parker dealt —with beyond agency. if acts Hence dealt, person pur never said whom he party cannot authority actual the third party represent porting a third —with showing that look to absent a dealt. Yet party Parker had never principal’s as to conduct such mis- validity ascertaining Parker without party apparent lead third or to confer scope agent’s alleged authority. Having previously dismissed a contract with such negotiated thereof apparent authority estoppel issues purported to relieve agent which inapplicable I act- would hold n responsibility rent in of all but dealing ed at his own risk with an reducing the equipment while volved . who exceeded his and thus must seventy per some amount due personally bear the loss incurred. I conclude facts in case cent. From the that, agree and I states requisite meet did not that Parker may proved to exist a show- “agency he im of conduct and standard implication of ing which raise the of facts scope prudent failing ascertain the agency may be That so such contract.” authority and that of Allied Medical’s But the reci- proven law. is basic evidence peril at his own Parker acted therefore ipso rule facto tation of such does dealing Mr. Hare. Allied Medical’s at hand. the issue that rule determinative of po- the adverse contrary because authority, To apparent issues toAs *10 occupied, Land-Air which sition to estoppel liability based and ratification find conclusion an unwarranted seems evi- was no there that state I will merely authority by corpora- that to novate could arise im- that Land-Air is an out-of-state plication. tion, Allied, that needed time to contact Parker, that Allied had to contact that dur- facts majority cites opinion of The ing period began this in- to have de- supporting trial court’s allegedly problems ternal that majority resulted in its dissolu- states termination. Thus its choosing act in Allied “to necessary tion and that Land-Air it was for Land-Air behalf, very party whom with chose upheaval wait out Allied’s internal in who— n dealt, previously had Parker order to Par- ascertain its own status with Parker — n with during previous dealings delay apparently ker. This what em- of by any bonds had been unfettered ployed justify the majority concluding in Parker agency, and in whose that, rely.” expected to this I must might be To “ * * * the lower court could well have recently reply that Hare suc- Mr. found Land-Air abandoned Allied; position with ceeded to attempts further from Parker collect prior alleged he the time novation negotiations and that whatever Parker; dealings had had with ob- chose to with would Parker be of viously by bonds Allied had been unfettered little concern to itas could not dealings, at agency in its initial for such jeopardize already what was considered itself; contracting only time Allied for a lost cause.” person knowingly finally, that deal- was, ing agent, with an has the as Parker interpretation But this case seems duty ascertaining scope of that altogether unjustified. For Parker’s debt authority. agent’s majority further was far being a lost cause. Land-Air ordinary states that Allied not an col- immediately have sued which lection but familiar dealer was action it later resorted to or it could have agreements beyond ranging mere col- reassigned the involved contracts to Allied However, lection. I cannot that an see Medical and received the amounts thus due agent’s knowledge types of contractual from Allied Medical. Thus too seems agreements any way justifies an infer- position an extreme to find that Land-Air thereby ence intended would have empowered should have to enter receive in its behalf less than a third of agreements. majority into such con- by renegotiating, what was due when it based Land- clusion is on the simple been a matter for Land- manager employing Air’s credit the word Air to have difficulty avoided the describing “settle” in his instructions the use of its recourse feel Allied Medical. I result Allied. majority opinion compels applica- A final issue with which choose to deal lawyer’s tion of definition for a common- is the assertion Parker that the Court ly-used obviously word in the face of an Appeals determining this matter dis- contrary intent. regarded prior decision this compelled I am to take note that much directly point which was directly weight given by seems to contrary opinion to the Court’s on which to the fact that after its unsuccessful col- petition review is considered. letter, attempts by lection position Parker cites as for his Brown, made no ferred his matter to Allied and case of Little v. period
further contact with Parker relied cited on and majority opinion. in the of fourteen That no contact with months. With defense contention that was made this case substantiates period position beg determinative does not to me seem to differ. In that case assignor assignment, It should considered involved issue. made for collec- *11 assignor without the knowl- acted Subsequent to Here his son. purposes, tion from, assignee. edge of, or assignor, the real assignment Further, presented facts were herein dispute compromised party in interest implied can be from which Fur- compensation therefor. and received circum- knowledge, discussion consented to novation. aspect of
ther assignee assignor and ties between the settle- knowledge, close discussion of stance of in find- justify the Court present here to were such as ment and inaction are tacitly assignee consented ing acknowledged that the the real and bind compromise. assignor’s the claim. owner of are, affirm these reasons I would parties For instant case the Appeals which judgment effect, positions of the Court reversed from case, the trial court here reversed parties in the Little v. Brown defense. interest. assignee party the real