C.I.T. Corp. v. Hungerford

• Decision Date: 21 December 1937
• Citation: 196 A. 151,123 Conn. 438
• Court: Connecticut Supreme Court
• Parties: C. I. T. CORPORATION v. HUNGERFORD.

196 A. 151

123 Conn. 438

C. I. T. CORPORATION v. HUNGERFORD.

Supreme Court of Errors of Connecticut.

December 21, 1937

Appeal from Court of Common Pleas for the Judicial District of Waterbury, New Haven County; Edward J. Finn, Judge.

Action of replevin, by the C. I. T. Corporation against G. Wilmont Hungerford brought to the Court of Common Pleas for the Judicial District of Waterbury, wherein the defendant filed a counterclaim for the return of the automobile and damages and the issues were tried to the court. Judgment for the defendant on the complaint and counterclaim, and appeal by the plaintiff.

No error.

Maxwell H. Goldstein, for appellant.

James E. Russell, for appellee.

Argued before MALTBIE, C.J., and HINMAN, AVERY, BROWN and JENNINGS JJ.

BROWN Judge.

Owen Motors, Inc., sold an automobile to Jacob P. Treciokas under a conditional sale contract duly recorded in the office of the town clerk of Watertown. The contract and note were assigned to the plaintiff. Thereafter, and before Treciokas who was in default, had completed his payments, the car was attached by the defendant, a deputy sheriff, in a suit brought against Treciokas by Joseph P. Richards. The plaintiff brought the present action to replevy the automobile from this attachment. The instrument containing the conditional sale contract was made a part of the complaint. The purchaser signed and acknowledged the contract, but the defendant claims it was not properly acknowledged by the seller. Further facts relating to the acknowledgment of the instrument are stated later in this opinion. The question determinative of the appeal is whether the conditional sale contract was acknowledged in accord with the provisions of General Statutes, §§ 4697 and 4699, so as to be valid against an attaching creditor.

These statutes provide that conditional sales contracts shall be in writing, acknowledged before some competent authority, and filed in the town clerk's office in the town where the vendee resides, and that conditional sales not made in conformity with these provisions shall be held absolute sales except as between vendor and vendee and their personal representatives. Since the statute does not prescribe the particular form of instrument by which conditional sales must be made, an instrument signed by the vendor alone, or by the vendee alone, or by both the vendor and vendee, may be sufficient according to the nature of the instrument evidencing the sale. National Cash Register Co. v. Lesko, 77 Conn. 276, 280, 58 A. 967. But, when an acknowledgment is necessary to the validity of an instrument, it is the acknowledgment of the party or parties executing the instrument and to be bound by it which is required. Commercial Credit Corp. v. Carlson, 114 Conn. 514, 517, 159 A. 352. The plaintiff claims that only that portion of the instrument in the complaint which includes the signature of the purchaser with those of the two witnesses thereto, and what precedes them, constitutes the conditional sale contract; that Treciokas alone executed and is bound thereby; and that therefore his acknowledgment only is sufficient to satisfy the statutory requirement as to a valid conditional sale. The defendant contends that the entire instrument, including the signature of Owen Motors, Inc., at the bottom, comprises the contract; that both executed and are bound thereby; and that therefore a valid acknowledgment by this corporation is also essential. In determining which contention is correct we refer to the portion of the contract above specified in reciting the plaintiff's claim as the ‘ first part,’ and the rest of the instrument as the ‘ second part.'

By the first part of the contract, Treciokas as purchaser acknowledges the receipt of the car, agrees to pay therefor as provided, agrees title shall remain in the seller until it is fully paid for, and makes other promises to safeguard the interest of the ‘ holder hereof.’ These include a provision that the holder may retake and sell the car, crediting the amount realized upon the balance due from the purchaser, followed by the words: ‘ any surplus shall be paid to the purchaser.’ Aside from what may be involved in these provisions for full credit to the purchaser of whatever is realized net from such retaking of the car, the language of the first part gives rise to duties upon the part of the purchaser alone, and imposes no obligation upon the seller or holder. The second part not only contains an assignment of the seller's interest in the car to the plaintiff, but begins with these words: ‘ The within contract is here. by accepted.’ Accordingly, if both parts together comprise the contract, the words just quoted in connection with the provisions from the first part above referred to constitute a promise by the seller to give to the purchaser the benefit of any net amount realized if the car is retaken and sold for the latter's account. So interpreted, both the seller and the buyer executed the contract and are bound thereby.

To determine what did constitute the contract, the form and nature of the instrument and the language used in both the first and second parts thereof must be considered in the light of the subject-matter, the apparent purpose of the parties, and the surrounding circumstances. First of all, both parts appear on a single sheet of paper, printed in uniform type, and with nothing in title or form to indicate that it is other than a single instrument, the only title or designation being ‘ Conditional Sale Contract Connecticut and New Mexico,’ printed at the middle of the top of the paper. There is no break or spacing between the first and second parts other than the minimum essential to provide two blank lines for purchasers' signatures at the right, and for witnesses' signatures at the left. Similar space and lines appear at the bottom for the dealer's signature at the right, and that of a witness and the date at the left. The title, type, form, and spacing indicate that he whole sheet comprises but one instrument.

The printed wording likewise indicates that the two parts together constitute a single contract. It contains the provisions of the conditional bill of sale of the car from the seller to the purchaser, which apply to the particular transaction defined by the typewritten terms inserted, and also the assignment of this conditional bill of sale to the plaintiff. These might well have been prepared as two distinct and separate instruments. The plaintiff,...