Marine Bank & Trust Co. v. Greenville Savings Bank & Trust Co., 97 So. 526

Marine Bank & Trust Co. v. Greenville Savings Bank & Trust Co.

97 So. 526 | Miss. | 1923

Cook, J.,

delivered the opinion of the case.

*95The complainant, Greenville Savings Bank & Trust Company, filed its bill of complaint in the chancery court of Washington county, seeking thereby to establish a lien upon certain cotton which was then stored in the warehouse of the Greenville Compress Company, and for which compress receipts had been issued and negotiated to the defendant, Marine Bank & Trust Company, and from a decree for the complainant this appeal was prosecuted.

The cause was submitted upon an agreed statement of facts, from which it appears: That on January 6, 1920, in order to secure a loan of fifteen thousand dollars, F. M. Moran and Dora Moran, his Avife, W. B. Alexander, Jr., and W. W. Winston executed and delivered to the complainant a deed of trust covering certain lands located in Washington county, known as the “Muscadine plantation,” and also all crops of cotton, corn, and hay to be planted and raised on said plantation during the year 1920, and this deed of trust Avas duly recorded in the mortgage records of the county* During the year 1920, the grantors in said deed of trust raised on this plantation the twelve bales of cotton described in the bill of complaint, and delivered the same to the Greenville Compress Company, and compress receipts Avere issued therefor and delivered to one of the said grantors; these receipts being numbered as set out in the bill of complaint and being negotiable in form. The said compress receipts were negotiated by one of the grantors in said deed of trust to the defendant, appellant, for value, without actual notice of the deed of trust, and this negotiation took place in the city of New Orleans, La. The complainant, appellee, had no knowledge of the negotiation of the compress receipts, and was in no way a party thereto. It is further agreed that the indebtedness described in the said deed of trust has never been paid in full to appellee, and there is noAV owing thereon a large sum, of money, amounting to more than the value of the cotton involved in this litigation; that the appellee has not sufficient security to collect the indebtedness due it under said deed of trust, should it not receive *96the said cotton; that the appellee has often made demands on the grantors in said deed of trust for the delivery of said cotton and the said compress receipts; and that the said grantors are now insolvent.

What are the relative rights of the mortgagee under a duly recorded mortgage on cotton, and the purchaser, in good faith, for value, without actual notice, of a negotiable receipt covering such cotton, issued by a public warehouseman in conformity with the Uniform Warehouse Receipts Act?- Is the only question presented for decision by this record.

It is insisted by counsel for the appellant that,' if it shall be held that our registration statute applies after the property covered by a mortgage or deed of trust is stored and a warehouse receipt issued therefor, the object and purpose of the Uniform Warehouse Receipts Act will be defeated, or, in effect, that this act is inconsistent with the registration and recordation statute, and that the same is repealed or superseded thereby. The title and rights acquired by one who purchases a negotiable receipt are set forth in section 41 of the act (section 7975ol, Hemingway’s Code 1921 Supp.), Avhich reads as follows:

“A person to whom a negotiable receipt has been duly negotiated acquires thereby—

“(a) Such title to the goods as the person negotiating the receipt to him had or had ability to convey to a. purchaser in good faith for value, and also such title to the goods as the depositor or person to whose order the goods Avere to be delivered by the terms of the receipt had or had ability to convey to a purchaser in good faith for value, and

“(b) The direct obligation of the warehouseman to hold possession of the goods for him according to the terms of the receipt as fully as if the Avarehouseman had contracted directly with him.”

Under the provisions of this section the purchaser of a negotiable receipt acquires only — “such title to the goods as the person negotiating the receipt to him or had ability to convey to a purchaser in good faith for value.”

*97It will be readily admitted that a purchaser with actual notice of an existing mortgage is not a purchaser in good faith, for value, and would only acquire title subject to the lien of such mortgage. Under the provisions of section 2787, Code of 1906 (section 2291, Hemingways Code’), when a mortgage or deed of trust has been duly executed and lodged with the chancery clerk of the proper county, to be recorded in the same manner that other conveyances are required to be recorded, it operates as notice to all subsequent purchasers of the'contents of the instrument. The purpose of this statute is to give to all the world notice, actual or constructive, of the existence and contents of a recorded mortgage or deed of trust. It is not expressly repealed by the Uniform Warehouse Receipts Act, and we,do not think there is anything in the provisions of this act that would justify us in holding that our registration laws have been superseded thereby or repealed by implication.

The Uniform Warehouse Receipts Act has been adopted in most of the states of the Union, but we have been cited to only one case involving the question here presented. In Brown Mercantile Co. v. Yielding Bros. Department Store, 200 Ala. 412, 76 So. 4, the supreme court of Alabama had under consideration the exact question now presented for our decision, and that court reached a conclusion in accord with the vieivs herein expressed.

The appellant next contends that the appellee, by permitting the handling of the cotton by the raisers thereof and the possession by them of the receipts, is estopped as to the appellant, who was a purchaser for value without actual notice. We do not think the facts here create an estoppel against the appellee. There is nothing in the agreed statement of fact to show that the grantors in the deed of trust acquired and retained possession of the warehouse receipts with the knowledge or consent of the appellee; but, on the contrary, the agreement shows that appellee made repeated demands on the grantors for the delivery of the cotton and receipts. We are not unmind*98ful of the principle announced in Commercial Bank v. Canal Bank, 289 U. S. 520, 36 Sup. Ct. 194, 60 L. Ed. 417, Ann. Cas. 1917E, 25, where it is said:

“But if the owner of the goods has permitted another to be clothed with the apparent ownership through the possession of warehouse receipts, negotiable in form, there is abundant ground for protecting a bona-fide purchaser for value to whom the receipts have been negotiated.”

We do not think the facts here bring this case within that principle, but, as said in Commercial Bank v. Canal Bank, supra.

“One who has no title to chattels cannot transfer title unless, he has the owner’s authority or the owner is es-topped,” and “in the absence of circumstances creating an estoppel, one without title cannot transfer it by the simple device of warehousing the goods and indorsing the receipts.”

It follows, from the views herein expressed, that the decree of the court below must be affirmed.

Affirmed.