3 P.2d 1012 | Cal. | 1931
Upon further consideration of the respective claims of the parties in the above-entitled action, we have concluded that the opinion of the District Court of Appeal rendered herein contains a correct determination of the issues presented, and we hereby adopt said opinion as the opinion of this court. [1] The opinion follows the ruling of the Supreme Court of Idaho in the case of McCornick Co. v. Gem State Oil Products Co., 38 Idaho, 470 [34 A.L.R. 867, 222 P. 286]. The acceleration clauses contained in the trade acceptance in the persent action are word for word like those construed by the Supreme Court of Idaho in the case just mentioned. This state and the state of Idaho have adopted the Uniform Negotiable Instruments Law and the provisions thereof involved in these two cases are identical. It is useless to enact legislation having for its object the unification of our laws if the courts of the several states are to place different and opposite constructions as to the meaning of the laws thus enacted. Of course, if there is anything manifestly erroneous in the interpretation of a statute given by the courts of one jurisdiction it should not be followed by the courts in other jurisdictions. We find nothing in the opinion ofMcCornick Co. v. Gem State Oil Products Co., supra, out of harmony with the decisions of this state, or otherwise erroneous. We are, therefore, of the opinion that, in harmony with the policy of this state, as manifested by its adoption of the Uniform Negotiable Instruments Act, if for no other reason, we should align our decision with that rendered by the Supreme Court of Idaho. The opinion of the District Court of Appeal rendered herein is as follows:
"Respondent obtained judgment against the corporate defendants above named in an action to recover on a trade acceptance; and one of the defendants, Shaw-Leahy Co., has appealed, *110 the single question presented for determination being the negotiability of the trade acceptance.
"The instrument bears date November 8, 1924, and was made payable on February 12, 1925. It was given by appellant to the defendant Martin S. Barrett Co. (hereinafter referred to as defendant) in payment of certain goods sold by the latter to appellant at an agreed price of $475. Under the terms of the sales contract appellant was given the right to return the goods or any part thereof at any time prior to the maturity date of the trade acceptance; and on December 1, 1924, it exercised its right in this regard and returned the goods, which were accepted by the defendant. Thereupon by mutual consent the sales contract was rescinded and appellant demanded the surrender of the trade acceptance. In response to the demand defendant represented that for business reasons it desired that the instrument remain with the bank until the maturity thereof, promising that it would pay the same at that time; and appellant assented to the proposition. The truth of the matter was that two weeks previously and on November 15, 1924, defendant assigned and transferred said trade acceptance to respondent for a valuable consideration, but appellant did not learn of such assignment until more than a year and a half thereafter. When the trade acceptance fell due defendant failed to keep its promise to pay the same, and more than two years thereafter respondent brought this action against appellant and defendant to collect the amount thereof. The instrument in question reads as follows: `Trade Acceptance. The obligation of the acceptor of this bill arises out of the purchase of goods from the drawer. Upon the acceptor hereof suspending payment, giving a chattel mortgage, suffering a fire loss, disposing of his business or failing to meet at maturity any prior trade acceptance, this trade acceptance, at the option of the holder, shall immediately become due and payable. No. 728. San Francisco, Calif., date — Nov. 8, 1924. $475.00. On February 12, 1925, pay to the order of Martin S. Barrett Co., 55 New Montgomery St. San Francisco, Calif. — Four Hundred seventy-five and No/100 Dollars. Value received and charge the same to the account of Martin S. Barrett Company, 55 New Montgomery Street, San Francisco. Shaw-Leahy Co. 416 Market Street, San Francisco, Calif. Martin S. Barrett, Drawer, President.' And across the face of the *111 instrument was written: `Payable at Anglo-California Trust Co., Market and Sansome Streets, S.F. Shaw-Leahy Co., Inc. D.R. Shaw.'
[2] "The question as to the negotiability of the instrument arises from the provision thereof accelerating its maturity date; and appellant contends as a matter of law that in order to preserve negotiability the events and contingencies specified in the acceleration clauses must be such in their nature that the happening thereof will be brought about by some act or omission on the part of the acceptor, that is, which will depend upon his future volition; also that the same must relate to some business act incidental to the collection of the instrument. As will be noted, the provision of the instrument in question declares that the same is payable on February 12, 1925, but shall mature immediately upon the happening of any one of the five events or contingencies set forth therein; and while appellant concedes that there are cases sustaining negotiability of instruments embodying acceleration clauses similar in substance to clauses 1, 2 and 4 of the instrument under consideration, it is claimed that clauses 3 and 5 thereof, relating to the events of `suffering a fire loss' and `failure to meet at maturity any prior trade acceptance', do not fall within the scope of the foregoing rules, and therefore are destructive of negotiability.
"Much of the confusion existing in the decisions of courts of the various states relating to the law of negotiable instruments which led to the adoption in nearly all of the states of the uniform negotiable instrument law seems to have continued particularly with reference to the effect upon negotiability of certain forms of acceleration clauses; and evidently any attempt to reconcile the conflicting cases would be both interminable and impossible. As said by the Supreme Court of this state in the case of Utah Nat. Bank v. Smith,
"The acceleration clauses contained in the instrument in the present case are identical in form with those construed by the supreme court of Idaho, in the case of McCornick v. Gem StateOil Products Co., 38 Idaho, 470 [34 A.L.R. 867, 222 P. 286], which state, like California, has adopted the uniform negotiable instrument law, and it was held that said clauses were not destructive of negotiability. Appellant has advanced no convincing reasons to show that the decision in that case is unsound or contrary to the weight of authority; and we are of the opinion, therefore, that it is determinative of the present controversy.
"The arguments appellant makes in furtherance of its legal contentions are based mostly upon certain language used in an article appearing in a law review published by one of the eastern universities, portions of which article are quoted in appellant's brief. But it is evident from an inspection thereof that the author, after reviewing the conflicting decisions, assumes only to set forth his individual views as to what the law upon this particular subject ought to be, some of which are in harmony with the law as declared in adjudicated cases, and others are in conflict therewith. The author's view that negotiability is destroyed by acceleration clauses relating to extrinsic facts is admittedly based upon the English rule announced in the case ofAlexander v. Thomas, 16 Q.B. (Eng.) 333; but the author frankly concedes that `numerous decisions in this country repudiate the English case and uphold negotiability' (citing among other cases `those collected in 1 Daniel Negotiable Instruments, sec. 43; 8 Corpus Juris, 138, note 75; and VanArsdale-Osborne Brokerage Co. v. Martin,
"Appellant places much reliance also upon the case of GreatFalls Nat. Bank v. Young, supra, but as will appear from the decision itself the contrary views therein expressed are based upon the published article above mentioned, and are not only incompatible with the legal principles enunciated by the supreme court of Idaho in the case of McCornick v. Gem State Oil Products Co., supra, but are also in direct conflict with the established rule followed in the states of Oregon and Iowa. Furthermore *114 the decision in the Montana case is somewhat questioned in the fourth edition of Brannan's Negotiable Instruments Law (p. 54); and the construction the supreme court of Montana places upon the term `determinable future time', as used in the Uniform Negotiable Instrument Law (Civ. Code, subd. 3, sec. 3082, and subd. 2, sec. 3085) is evidently at variance with the one adopted by the Supreme Court of this state in the case of Utah StateNat. Bank v. Smith, supra, wherein it is said: `A matter is determinable "that may be accurately found out, settled or decided" (Standard Dictionary); that is "capable of being determined, definitely ascertained, decided upon, or ended". (Webster's New International Dictionary.) A future determinable time could be one determinable at present, or in advance.' For the reasons stated we are of the opinion that the decision in the Montana case should not be followed in preference to the decision in the Idaho case.
"The language used in deciding the case of Westlake MercantileCorp. v. Merritt,
[3] "Appellant further contends that respondent is estopped to assert any rights against appellant under said trade acceptance because of the failure of respondent at any time prior to August, 1925, to notify appellant of its claim to said trade acceptance. We find no merit in the point, for if, as held, the trade acceptance be negotiable, it was admittedly acquired for a valuable consideration prior to the maturity date thereof and also before the rescission of the sales contract pursuant to which the trade acceptance was given; and consequently under such circumstances there would seem to be no legal duty imposed upon respondent to notify appellant prior to the fixed maturity date of the instrument that it was the owner and holder thereof."
The judgment is affirmed.
Preston, J., Seawell, J., Shenk, J., Langdon, J., Waste, C.J., and Richards, J., concurred.