| Mo. | Oct 15, 1891
It will not be necessary to enter into consideration of all the interesting questions started by •our brethren at t-he bar in this case. One will, probably, suffice for the purposes of this appeal.
Did plaintiff, through the proceedings for the sale of the assets of the assigned estate, acquire title to the claim (if any there be) of that estate or of its assignee, against Stoller and Hill, the defendants? We think not.
To ascertain the subject-matter of a sale, where the language used to describe it is, in anywise, ambiguous, the first inquiry usually should be into the intention of the contracting parties as it may be spelled out of the verbal forms they have employed to express it. If this intent is clear, it is generally unnecessary to resort to more uncertain rules of interpretation.
In the case at bar, the assignee’s application for the sale undoubtedly used terms broad enough to embrace all claims and demands of the estate whether specially described in the annexed bill of particulars ( “Exhibit A”) or not. But the order of the court thereon referred to the application and exhibit “for a description,” while the report of the sale cited the former fora “ particular description ” of the property sold, and the order confirming it, directed the clerk to spread the application, with the exhibit, and report of sale, at large, upon the records “in order to have record evidence of the property so sold.”
The sale was expressly subject to the action of the court. The. transfer by the assignee to the purchaser followed the above-mentioned order of confirmation, and must be taken to have been accepted in subordination to its terms.
These records make it clear that, whatever may have been the scope or purpose of the original application, the court did not sanction, or its orders contemplate, a transfer of any claim, or property of the estate, other than the property and claims particularly described in the application and the exhibit therewith.
Nowhere in' that ¿xhibit, or in the application, or in any part of the proceedings relating to the sale of the assets, was any express mention made of this claim, .or of any claim against Stoller and Hill on any account
This view of the case makes it unnecessary to inquire how far the rule noscitur a sociis would bar the passage of title to this particular claim by that sale, insisted by defendants’ counsel.
If the meaning of the circuit court, in the particular indicated, were fairly open to question, we should consider it proper to interpret its action as above stated, if the facts in any aspect would reasonably sustain such interpretation. It is always proper to resolve such a doubt in favor of the correct and legitimate action of a court or other official whose proceedings are called in question, when such a resolution of it can reasonably and justly be made.
The object of such a sale, as was contemplated by the order of court in the matter of this assigned estate, was to secure the best possible price for the property. To obtain that, by bringing into competition all who might wish to buy, it was obviously necessary that some notice should be given of the subject-matter to be disposed of, at least sufficiently definite to enable an intending purchaser to know, generally, what was offered. It would manifestly be no attraction or inducement to the public to offer all the undisposed of assets of an estate, without any indication whatever of their amount or nature. We do not say that such an order would be void, for that issue is not before us; but we think it would be so clearly contrary to the proper and reasonable course of judicial action in the premises that we would not assume it had been taken where a fair reading of the record permitted any other construction.
Here we not only think a different construction possible, but are satisfied that a careful review of the orders of court, in question, reveals a clearly defined purpose to submit to sale only the property of which a
It follows that the judgment should be affirmed.
It Is so ordered,