Standard Implement Co. v. Parlin & Orendorff Co.

51 Kan. 544 | Kan. | 1893

The opinion of the court was delivered by

Horton, C. J.:

If the contracts under which L. M. Spencer received the goods in dispute from the Parlin & Orendorff Company were conditional sales only, or if, under the contracts, that company could reclaim the goods, then, in any event, the judgment of the trial court must be affirmed. The provision of the contracts referred to reads:

“All goods, and the proceeds of all sales of goods, received under this contract, whether the proceeds are in notes, cash, or book accounts, we agree to hold, as collateral security, in trust and for the benefit of, and subject to the order of, the Parlin & Orendorff Company, until we have paid in full, in cash, all our obligations due the Parlin & Orendorff Company.”

It is held in Hallowell v. Milne, 16 Kas. 65, that when goods are sold at a fixed price to be paid thereafter, and delivery is made upon the express condition that until the price is paid the title is to remain in the vendor, payment is a condition precedent, and until made the property is not vested in the purchaser. (Sumner v. McFarlan, 15 Kas. 600; Hall v. Draper, 20 id. 137; The State v. Spencer, 43 id. 114; Baring v. Galpin, 18 Atl. Rep. [Conn., 1888] 266; 23 Am. Law Review, 1011; Moors v. Kidder, 12 N. E. Rep. [N. Y. App. 1887] 818; Coggill v. Railroad Co., 3 Gray, 545; Mack v. Story, 57 Conn. 407; Harkness v. Russell, 118 U. S. 663; Ballard v. Burgett, 40 N. Y. 314.)

At the time of the execution of the mortgages by L. M. Spencer to the Standard Implement Company, that company did not pay or loan any money to L. M. Spencer on account of the mortgages or the property described therein, as the mortgages were given to secure $4,300 of an old and a prior indebtedness. It does not appear from any of, the evidence that the Standard Implement Company gave L. M. Spencer any credit on account of the goods obtained from the Parlin & Orendorff Company. Therefore, upon the facts disclosed, we think the Parlin & Orendorff Company was entitled, under the contracts, to reclaim the goods from the Standard Implement Company. (The State v. Spencer, supra; Benj. Sales, § 320 [Bennett’s 6th ed., 1892]; Baring v. Galpin, supra; Moors v. Kidder, 106 N. Y. 32; Sargent v. Metcalf, 5 Gray, 306; Coggill v. Railroad Co., supra.)

We are referred to Van Duzor v. Allen, 90 Ill. 499, holding that attaching creditors, without notice, are preferred to the original vendor; but the decisions of the supreme court of Illinois upon this subject are against the great weight of authority, and the reasoning of that case and other similar Illinois cases is not satisfactory. (Benj. Sales, 6th ed., 285, 286.) The statute of May 25, 1889, for the deposit of contracts for conditional sales in the office of the register of deeds, did not affect the parties.. Their rights accrued prior to that statute going into force. (Laws of 1889, ch. 255.)

The complaint that the court left to the jury the legal effect of the contracts does not avail. While it is the duty of a court to give the construction of written contracts offered in evidence, yet if the verdict shows that the jury must have placed a correct construction upon them, there can be no reversal for that cause. [Insurance Co. v. Curran, 8 Kas. 10; Akin v. Davis, 11 id. 580.)

The judgment of the district court will be affirmed.

All the Justices concurring.