263 Mass. 505 | Mass. | 1928
This suit involves an inquiry touching the rights of several persons to an automobile. The plaintiff bought the automobile in the usual way of the J. W. Maguire Company, a corporation engaged in the business of selling such automobiles, paying therefor the full price, partly by the transfer of a car owned by him and partly by his check to the order of the Maguire Company, receiving bill of sale and taking'possession on March 13, 1926. The plaintiff in this transaction dealt entirely, with one Ware, the vice-president and sales manager of the Maguire Company, and had nothing to do with any other of its agents. He at no time knew or came .in contact with Hussey, another salesman of the Maguire Company hereafter mentioned. Manifestly the plaintiff
It becomes necessary to state in some detail the nature of the business of the Maguire Company and its dealing with the vendee under the conditional sale contract and the automobile therein described and here in question.
The Maguire Company was a corporation engaged in the business of selling, distributing and dealing in new automobiles of a specified make as distributing agent for the manufacturer, as well as in second hand cars of this and other makes taken in trade for new cars. It urged and induced most of its salesmen to take so called demonstrating cars under a plan whereby each salesman was allotted and received a new car. The design of the plan was to keep upon the road for demonstrating and advertising purposes as many different types and models of bodies and chassis of its cars as possible. ' Each salesman, upon being allotted a' car, made a substantial cash deposit on account with the Maguire Company and signed an instalment note for the balance of the purchase price above the cash deposit, payable to its order, and also signed with it a conditional sale contract for the car. The salesmen were assured by the Maguire Com-
• Hussey had been in the employ of the Maguire Company and on February 15, 1925, first consented to work under its
Two instalments due upon the note dated February 8, 1926, and signed by Hussey, were paid to the defendant bank by the Commonwealth Discount Corporation, and no other payments have been made by anybody. No part of the original payment made by Hussey to the Maguire Company has been returned to him. The Maguire Company in December, 1925, borrowed from the defendant bank $200,000, giving therefor its demand note for that amount, which was
The case was heard by a master and comes before us on appeal after final decree. No evidence is reported. There are no pending objections or exceptions to the master’s report, and no argument against its form or substance has been addressed to us. The facts stated in the master’s report must be accepted as true, since they are not inconsistent or. repugnant one to another. Simpkins v. Old Colony Trust Co. 254 Mass. 576, 580. Glover v. Waltham Laundry Co. 235 Mass. 330, 334. The question to be decided is whether the plaintiff or the defendant bank is entitled to prevail on these now undisputed facts.
As between the Maguire Company and Hussey the conditional sale contract, being a written instrument, fixed the rights of the parties thereto and it could not be varied or affected by paroi evidence. Goldenberg v. Taglino, 218 Mass. 357, 359. Spevack v. Budish, 238 Mass. 215, 217. Beacon Tool & Machinery Co. v. National Products Manuf. Co. 252 Mass. 88, 91. But this doctrine is not applicable in actions like the present, one party to which is a stranger to the written instrument and not privy to the parties to it. Such a person is not bound by its terms, but may show that it did not express the purpose of the parties and may vary or contradict its terms. Kellogg v. Tompson, 142 Mass. 76. Johnson v. Von Scholley, 218 Mass. 454, 457. Guaranty Sercurity Corp. v. Eastern Steamship Co. 241 Mass. 120, 123.
The course of business between the Maguire Company and Hussey, as shown by the master’s report and already summarized, demonstrates that, as between them, there was no intention and purpose that the ordinary rights of a conditional vendee should pass to Hussey, that no delivery of the automobile should be made to Hussey as the purchaser under a conditional sale contract, that possession of the automobile should not be transferred from the Maguire Company to Hussey in any such sense or manner as to interfere with the right of the former to treat it absolutely and fully as a part of its stock in trade for sale and distribution in accord
Under the arrangement between the Maguire Company and Hussey the latter could do nothing and did nothing, incompatible with this main object of the Maguire Company. The plan of the Maguire Company in establishing this scheme with Hussey and its other salesmen was the better to advertise its business as seller of these cars. Every end and aim of Hussey in the transaction were in harmony with the main, end and aim of the Maguire Company and in no particular hostile thereto. The Maguire Company had no lawful right to permit the use of its number plates on the automobile unless owned or controlled by it. McDonald v. Dundon, 242 Mass. 229, 231. Although the form of the conditional sale contract between the Maguire Company and Hussey by the use of the words “or assigns” in connection with the. vendor might, imply in some circumstances that it had a right to transfer its interest in that contract, it is manifest that such was not the intent of the parties. It would have been contrary to every just expectation of Hussey as shown by the course of business for the Maguire Company to sell its interest in that contract.
Whether, on a nice and technical analysis of its transactions, the Maguire Company be thought to have sold the automobile to Hussey or to the Commonwealth Discount Corporation, it is plain that, in order to enable it to make a sale of the automobile to one of its general customers, it continued at every moment of essential time in actual possession of it until the sale and transfer of its physical custody and possession to the plaintiff.
There was nothing to put the plaintiff on his guard in deal
It is provided by G. L. c. 106, § 27, that “If a person having sold goods continues in possession thereof . . . the delivery or transfer by such person, or by an agent acting for him, of the goods . . . under any sale ... to any person receiving and paying value for the same in good faith and without notice of the previous sale, shall have the same effect as if the person making the delivery . . . were expressly authorized by the owner of the goods to make the same.”
Without emphasizing any of the facts shown by this record above others,- but grouping them together and attributing to them their collective force, we are of opinion that the plaintiff acquired title to the automobile and that his right is superior to that of the defendant bank. Lanfear v. Sumner, 17 Mass. 110. Halliwell v. Trans-States Finance Corp. 98 N. J. L. 133. Gump Investment Co. v. Jackson, 142 Va. 190.
The case at bar is distinguishable from Lynn Morris Plan Co. v. Gordon, 251 Mass. 323. In that case the seller parted wholly with possession at the time of his first sale. The property was later returned to him when he had no interest in it. His possession thus acquired at that time was not that of seller but of an intervening stranger. Royle v. Worcester Buick Co. 243 Mass. 143, is plainly distinguishable. Although the defendant bank was not required to record the conditional sale contract, St. 1921, c. 233, its rights were subsidiary to those of the plaintiff upon the facts here disclosed. It was at least obliged to take the risk that the conditional sale contract upon which it relies was based upon a genuine transaction with the purpose and effect to make a real transfer of actual possession pursuant to that contract.
The decree is to be reversed and a decree entered embodying paragraph 1 of the former decree with further paragraphs
Ordered accordingly.