Cleveland Mach. Works v. Lang

• Citation: 31 A. 20,67 N.H. 348
• Parties: CLEVELAND MACH. WORKS v. LANG, Sheriff.
• Decision Date: 17 March 1893
• Court: Supreme Court of New Hampshire

31 A. 20

67 N.H. 348

CLEVELAND MACH. WORKS

v. LANG, Sheriff.

Supreme Court of New Hampshire. Merrimack.

March 17, 1893.

Case reserved from Merrimack county.

Replevin by the Cleveland Machine Works against William P. Lang, sheriff, for two machines, situate in the Granite Mills in Northfield, in said county, and attached as both real and personal estate by the defendant, a deputy sheriff, on a writ in favor of Denny, Rice & Co. against Edward P. Parsons. Plea, general issue, and brief statement that the machines were the property of said Parsons, and that they had become annexed to the Granite Mills and liable to attachment as part of the realty. Reserved. Judgment for plaintiff.

The negotiations for the machines were had and completed with the plaintiffs at their place of business in Worcester, Mass., by one Greene, as agent for Parsons who resided in Boston. Aside from the agreement of the plaintiffs to send one of their employes to Northfield to set up the machines, which they did, the terms of the contract were as follows: "Tilton, N. H., Oct. 14, 1890. Borrowed and received of Cleveland Machine Works, Worcester, Mass., the following machinery. If the price set against them is paid as per memorandum below, the property is then to belong to Edward P. Parsons; otherwise, it remains the property of the said Cleveland Machine Works. Notes and drafts, if given, are not to be considered as payments until they are paid, and all part payments are to be forfeited by the nonpayment of balance at time stated. In the meantime the said Edward P. Parsons is to keep the property in good order, and may use it free from any other charge; and the said Edward P. Parsons further agrees to pay such price as per memorandum below, and to keep the property sufficiently insured for the benefit of the said Cleveland Machine Works. List of machinery included in the above agreement as follows, with prices annexed: One 10/4 cloth dryer, with No. 8 exhauster, 1,000-feet heater, and clothing of brass wire set in leather and paper, $1,100.00. Terms of payment: $300.00 cash thirty days after shipment; balance, four-months note ($800.00), dated at time of shipment, and interest added. One 90-inch blanket gig, and one set of slats, $215.00. Terms of payment: $50.00 cash thirty days after shipment; balance ($165.00), five-months note, dated at time of shipment, with interest added. Edward P. Parsons." This paper was signed by Parsons in Boston, and delivered to the plaintiff before the machines were shipped, but it has never been recorded in Northfield or elsewhere in this state. Soon after the plaintiff shipped the machines from Worcester, Parsons paying the freight to Northfield. The machines were placed in his mill, and used therein until his failure, which occurred shortly afterwards. The dryer weighed 7.000; and the gig, 3,800 pounds. The gig was not fastened to the floor at all, and the dryer by only two or three screws. Parsons never paid but $100 on the contract, and never claimed the machines to be his property. At the time of the Denny, Rice & Co. attachment, neither they nor the defendant had notice of the plaintiffs' lien.

C. C. Rogers and E. A. & C. B. Hibbard, for plaintiffs.

W. B. Fellows and P. N. Parsons, for defendant.

CLARK, J. By the terms of the contract the machines were to remain the property of the Cleveland Machine Works until paid for. The contract was negotiated in Massachusetts, by citizens of Massachusetts, respecting property situated in Massachusetts. The shipment of the machines at Worcester, Parsons paying the freight from that point, made Worcester the place of delivery, and vested in Parsons all the right and interest he ever acquired in the property. The agreement to send a man to set up the machines at Northfield was not a condition precedent to the vesting of the conditional title in Parsons, any more than an agreement to furnish instruction as to the mode of operating the machines would have been. The written agreement shows that the parties understood that the conditional title passed upon the shipment of the machines by fixing the times of payment from that date. The contract was a conditional sale of chattels in Massachusetts, negotiated and completed there by Massachusetts parties, and valid by the law of Massachusetts; and being valid where it was made, its validity was not affected by the subsequent removal of the property to New Hampshire. Sessions v. Little, 9 N. H. 271; Smith v. Godfrey, 28 N. H. 379; Stevens v. Norris, 30 N. H. 466. As a general rule, contracts respecting the sale or transfer of personal property, valid where made and where the property is situated, will be upheld and enforced in another state or country, although not executed according to the law of the latter state, unless such enforcement would be in contravention of positive law and public interests. A personal mortgage of property in another state, executed and recorded according to the laws of that state, is valid against the creditors of the mortgagor attaching the property in this state, although the mortgage is not recorded here. Offutt v. Flagg, 10 N. H. 46; Ferguson v. Clifford, 37 N. H. 80. A mortgagor of horses la Massachusetts, bringing them into this state, cannot subject them to a lien for their keeping against the Massachusetts mortgagee. Sargent v. Usher, 55 N. H. 287. A...