56 Conn. 70 | Conn. | 1887
The Superior Court found that the title to the goods in question in this case, which were attached as the property of Casey by the Attawaugan Company, was in him at the time of the attachment, and rendered judgment for the defendant. The question is whether such finding is justified by the facts found. It is found that the contract between the plaintiff and Casey, though importing on its face a present sale of existing property, was in reality a contract for the future sale of goods to be manufactured by the plaintiffs. This is immaterial, however, as the goods were afterwards made, and the contract then applied to them as it would have done if they had been made before it was entered into.
That this intention is to be derived from a reasonable construction of all its language, looking to its subject matter, the situation of the parties, and their object in making it, is elementary law.
The plaintiffs were manufacturers of cotton cloths. Casey was engaged in the business of buying such goods and reselling them after having them finished at a bleaehery.
Let us suppose that Casey proposes to the plaintiffs to buy of them their goods to tiie amount of $16,500 on four months’ credit. The plaintiffs are not willing to give him the credit, but are willing to sell him goods to the amount of 17,500 on four months’ credit. Under such circumstances it is not improbable that the parties might come together, upon an arrangement that the entire quantity of goods which Casey wished to buy should be delivered to a bleachery, to be finished as Casey desired and under his direction 5 but at no time to have the title to, or the right to remove from the bleaehery, more than a certain number of pieces of the goods, the price of which was 17,500, until he paid for those he removed, the goods to be sent to the bleaehery by instalments as they were manufactured, and the four months’ credit to commence running when they were so sent.
In this way Casey might have all the goods ready for market with as little delay as if he owned them, and the plaintiffs might have all the advantage of a present sale if Casey performed his contract, and, if he did not, would have the goods, in excess of those sold to Casey, increased in value by the labor bestowed upon them at the bleaehery. Such was evidently the situation of the parties and the object to be accomplished, and such in substance at least is the contract we are considering.
The goods were to-be delivered to the bleaehery. Casej" was to have the direction of the finishing and the right to take them away, subject to the provision that he should not
The authority given to him to direct as to the finishing of the goods would be senseless if he was the owner of them, and the expressions shall not “ owe for ” or “ remove,” are equivalent to an affirmation by the parties that the title to the goods which Casey was not to owe for or remove should continue in the plaintiff.
If Casey had the title to the goods he would owe for them, and would have the right to remove them.
The defense claims that by the contract a delivery of the goods at the bleachery was to be a delivery of them to Casey. If tins were so we do not see how the plaintiff would be prevented by it from enforcing his reserved right of property.
The well settled law of this state is, that the delivery of the possession of personal property to one, under a contract that he shall not become the owner of it until he has paid for it, does not vest the title in him. Lewis v. McCabe, 49 Conn., 140, and cases there cited.
But the language of the contract is wholly inconsistent with the claim of the defendants in this respect.
The goods were to be sent to the bleachery on account of the plaintiff, and Casey’s right of possession, as we have seen, is expressly limited.
If the rights of the parties therefore are to be governed by the contract, it seems clear that the title to the thirty-one cases of goods was in the plaintiff when they were attached by the Attawaugan Company, it appearing that Casey then owed for at least twenty-five hundred pieces which he had removed.
The parties by their dealings under the contract gave it a practical construction fully in accord with that which we have given it. Seven thousand of the seventy-five hundred pieces contracted for had been delivered in various shipments before the 14th of July, when Casey became insolvent and disappeared. A letter from the plaintiff to the bleaching company, sent in connection with each shipment,
A letter sent by the plaintiff in connection with the first shipment informed the bleaching company that Casey was to give all instructions regarding them and the goods to be thereafter sent until further orders from it. In the month of June, Casey, in violation of the contract, removed from the bleachery more than twenty-five hundred pieces without making the required payment. The plaintiff at once upon being informed of it by the bleaching company, requested Casey to return the goods so taken, and he complied, so far as he could, with the request. The court has not found, and it cannot be inferred from the finding, that the plaintiff has waived any of his rights under the contract. The authority which it is found that Casey, by the permission of the plaintiff, exercised over the goods, was only such as was given to him by the contract. The charging of the goods in the plaintiff’s books as if sold on the day they were sent to the bleachery, and sending an invoice to Casey as of goods sold, is probably accounted for by the fact that, upon the performance by Casey of his contract, the sale was to date from the time of the delivery of the goods at the bleachery, in respect to the credit to be given ; but however this may be, these facts are not of controlling significance.
There is error, and a new trial is granted.
In this opinion the other judges concurred.
