Guppy v. Moltrup

• Decision Date: 24 November 1924
• Docket Number: 103
• Citation: 126 A. 766,281 Pa. 343
• Parties: Guppy, Appellant, v. Moltrup
• Court: Pennsylvania Supreme Court

126 A. 766

281 Pa. 343

Guppy, Appellant, v. Moltrup

No. 103

Supreme Court of Pennsylvania

November 24, 1924

Argued October 7, 1924

Appeal, No. 103, Oct. T., 1924, by plaintiff, from judgment of C.P. Beaver Co., Sept. T., 1923, No. 154, for defendant on question of law raised by affidavit of defense, in case of Frank H. Guppy v. J. T. Moltrup. Reversed.

Assumpsit. Affidavit of defense raising question of law. Before BALDWIN P.J.

The opinion of the Supreme Court states the facts.

Judgment for defendant. Plaintiff appealed.

Error assigned was judgment, quoting it.

The judgment of the court below is reversed and a procedendo is awarded.

H. H Swaney, of Martin & Swaney, and John G. Frazer, of Reed, Smith, Shaw & McClay, with them William A. McConnel, for appellant. -- The term "goods" as used in the act must be taken in the usual and ordinary meaning of the term, and that does not include "choses in action," by the definition in the act itself: Slaymaker v. Gettysburg Bank, 10 Pa. 373; Peoples Bank v. Kurtz, 99 Pa. 344; Neiler v. Kelly, 69 Pa. 403; Centennial & Memorial Assn. of Valley Forge, 235 Pa. 206; McMullin v. Phillips, 4 Pa. D. & C. 650.

Section 4 of the Sales Act is in violation of article III, section 3, of the Constitution in so far as it relates to choses in action: Com. v. Curry, 4 Pa. Superior Ct. 356; Borough of Phoenixville Road, 109 Pa. 44; Com. v. Kebort, 26 Pa.Super. 584.

W. S. Morrison, of Hice, Morrison, May & Bradshaw, for appellee. -- Shares of stock are "goods": Dowdel v. Hamm, 2 Watts 61; Reimer's Est., 159 Pa. 212; Mason Heflin Coal Co. v. Currie, 270 Pa. 221; Peoples Bank v. Kurtz, 99 Pa. 344.

Before MOSCHZISKER, C.J., WALLING, SIMPSON, KEPHART, SADLER and SCHAFFER, JJ.

OPINION

MR. JUSTICE SIMPSON:

Plaintiff sued to recover $64,260, with interest, because of defendant's refusal to comply with his oral contract to purchase certain shares of corporate stock. To this demand the latter pleaded that the action was within the purview of section 4 of the Uniform Sales Act of May 19, 1915, P.L. 543, and hence no recovery could be had, since the statement of claim did not set forth any of the circumstances which, under that section, would make the contract enforceable, as, in Mason-Heflin Coal Co. v. Currie, 270 Pa. 221, we said was necessary. The court below sustained this contention, entered judgment for defendant, and plaintiff appeals.

Section 4, above referred to, provides that "A contract to sell or a sale of any goods or choses in action of the value of $500 or upwards shall not be enforceable by action unless the buyer shall accept part of the goods or choses in action so contracted to be sold or sold, and actually receive the same, or give something in earnest to bind the contract, or in part payment, or unless some note or memorandum in writing of the contract or sale be signed by the party to be charged or his agent in that behalf."

In Peoples Bank v. Kurtz, 99 Pa. 344, 349, we held that "shares of stock in a corporation are choses in action." It follows that such stock is necessarily within the scope of the section, and we are thus brought to a consideration of the only question really involved in the appeal.

Article III, section 3, of our state Constitution provides that "No bill, except general appropriation bills, shall be passed containing more than one subject, which shall be clearly expressed in its title." The title to the Uniform Sales Act is "An Act relating to the sale of goods." Standing alone this is but one subject; does it clearly appear, however, that sales of corporate stock are included within that subject, as expressed in the title? It would hardly be contended that the numerous stock brokers, and others buying and selling capital stock in this Commonwealth, would expect to find in "An Act relating to the sale of goods," a provision regulating the sale of such stock. Indeed, counsel for appellee frankly admitted this, but contended that since the word "goods" may and sometimes does include corporate stock, interested parties were put upon notice of this fact, when the bill was pending before the legislature, and hence were required to examine the body of the statute to see what the word meant when used in the title. If we were to hold appellee bound by this admission as to the double meaning of the word "goods," we would be compelled to decide the case against him, for the question of constitutionality is not to be adjudged by determining whether or not the words of a title may be broad enough to include a particular clause of the act, but whether or not the statutory provision is "clearly expressed in the title," so that any one reading it may at once understand the scope of the act.

We said in Union Passenger Ry. Co.'s App., 81 * Pa. 91, 94, 95 that "Confiding in the title as applicable to a purpose unobjectionable to the reader, he is led away from an examination of the body of the bill. In such a ...