110 Va. 785 | Va. | 1910
delivered the opinion of the court.
The Victoria Hotel Corporation, of the city of Rorfolk, Va., bought from the Rational Cash Register Company two cash registers on the installment plan, entering into a contract purporting to set forth the price of the registers, when and how the deferred payments therefor were to he made payable, etc. The vendor sought to record said contract in the clerk’s office of the Corporation Court of the city of Rorfolk, so as to hold title to the registers in question against subsequent purchasers and creditors until the whole purchase money was paid, as provided by ■section 2462 of the Code of 1904. The vendee, a few months thereafter, made a deed of assignment, conveying its property (with certain named exceptions) to Burrow and Martin, trustees, for the benefit of the creditors of the grantor. These trustees took possession of the property conveyed to them, including the cash registers in question, claiming them as purchasers for value, in good faith and without any notice of reservation of ■title to or against the registers, and said trustees having refused to deliver the registers to the Rational 'Cash Register Company, it instituted this action of detinue for the recovery thereof.
Upon the trial of the case the circuit court, without the intervention of a jury as the parties had agreed, in effect held
It is conceded in the record that the defendants in error had no actual notice of the contract relied on by plaintiff in error. Therefore the question for determination is whether or not the contract in question was (1) capable of being registered under the statute, and (2) was it sufficiently descriptive of the property to -which title was sought to be retained by the vendor till the purchase money therefor was paid, to constitute constructive notice to third persons ?
In determining these questions we have first to look to the statute authorizing the registry or recordation of such contracts in order that a vendor of a chattel may retain title thereto, not only against the vendee but third parties, until the purchase money therefor is fully paid; and then to the contract as registered or recorded in this case.
We do not deem it necessary to set out the statute at length. Suffice it to say, it requires that the registry or docketing of the contract must be done by the clerk “from the original contract ” and for the contract to be inherently capable of being docketed under' the statute it must contain everything which the clerk must have before him to be put on the docket, to-wit: (1) Date of contract; (2) amount due thereon; (3) when payable; (1) how payable; (5) a brief description of the goods or chattels; and (6) name of vendor and vendee.
Before the question as to the sufficiency of the description of
The statute requires the six requisites named above to appear in the contract, and that it be docketed and indexed “as herein provided for.” In this case the contract, so far as it need be set out, is as follows:
“In consideration of the above, the undersigned to pay you five hundred and seventy-five dollars ($575.00), $60 cash with the order; $- cash upon arrival of register; $515 note, payable in 10 monthly installments; 9 of $50 each, with privilege, and 1 of $65 to be executed by the undersigned upon such arrival.
“Cash less 5 per cent., 30 days’ privilege.
“You to allow the undersigned 5 per cent, discount for cash settlement made on arrival of register; but no discount to apply on allowance for registers taken in trade, nor on price of auto-graphic registers, nor on other registers the price of which is $30, or less.
“You are authorized to date above mentioned note at such time as you may elect and to insert such date either prior to or after the execution of such note.
“Should there be any failure to pay draft or other demand for cash payment and to execute such note for deferred payments when presented, it is agreed that the full amount of the purchase price shall at once become due and payable; should there be any default in the payment of an installment, it is agreed that all the remaining installments shall at once become due and payable, anything in the note to the contrary notwithstanding .' . .”
It will be observed that the vendee was authorized to date the above mentioned note (i. e., the note for first deferred payment) at such time as he might elect, and to insert #such date
The reasoning applied by this court in its opinion in the case of Florance v. Morien, 98 Va. 26, 34 S. E. 8 90, applies with equal force in this case. In that case the court was considering the question as to when a recorded conveyance of property would operate as constructive notice to subsequent purchasers or incumbrancers, and it was held: “If the property conveyed be so described or indentified in the conveyance that a subsequent purchaser or encumbrancer would have the means of ascertaining with accuracy what and where it is, and the language be such that, if he should examine the instrument itself, he would obtain thereby actual notice of all the rights which were intended to be created or conferred by it, the description is
We are of opinion that the judgment complained of in this case is right, and it is affirmed.
Affirmed.