Jones v. Commercial Investment Trust
| Decision Date | 22 August 1924 |
| Docket Number | 4068 |
| Citation | 64 Utah 151,228 P. 896 |
| Court | Utah Supreme Court |
| Parties | JONES v. COMMERCIAL INVESTMENT TRUST |
Appeal from District Court, Third District, Sale Lake County; A. R Barnes, Judge.
Action by Irvin Jones against the Commercial Investment Trust, a corporation. Judgment for plaintiff, and defendant appeals.
AFFIRMED.
Booth Lee, Badger & Rich, of Salt Lake City, for appellant.
Evans & Sullivan, of Salt Lake City, for respondent.
WEBER, C. J., did not participate.
This is an action in claim and delivery, brought by Irvin Jones, the plaintiff and respondent, against the Commercial Investment Trust, a corporation of the state of New York, defendant and appellant, to recover possession of an automobile, particularly described as one Cleveland sedan, serial No. 30083, motor No. 26443, with all standard calalogue attachments and equipment complete, of the value of $ 1,500. Both parties claim to own this automobile. Plaintiff had judgment, and defendant appeals.
There is no question raised as to the form or sufficiency of the pleadings in the case, so that it is unnecessary to set them out in this opinion.
The complaint and an affidavit and an undertaking required by our Code were filed on February 23, 1923, and on or about that date the sheriff of Salt Lake county took possession of the car in question from the defendant's agent and delivered the same into the custody of the plaintiff, who had possession at the time of the trial.
The lower court, sitting without a jury, found, in effect, that the plaintiff was the owner, and upon payment of the balance of the purchase price, in the sum of $ 375, which had been tendered to the receiver of the corporation from whom plaintiff purchased the car and was paid into court in this action, was entitled to the possession of the automobile; that he had purchased the car, as alleged by him, from the Naylor-Woodruff Motor Company; and that the defendant claimed the car in suit by virtue of a three-cornered transaction between the Cleveland Automobile Company, the manufacturer thereof, the Naylor-Woodruff Motor Company, and the defendant, the nature of which transaction was as follows:
The manufacturing company from time to time from Cleveland, Ohio, shipped to the Naylor-Woodruff Motor Company, at Salt Lake City, Utah, various automobiles, some ten to fifteen in all, including the car in question, of the Chandler and Cleveland makes, in the course of its regular business of marketing its factory products; and at the time of such shipments executed to the defendant separate bills of sale covering the cars so shipped, including a bill of sale covering the car in suit.
Upon the arrival of the car in question at Salt Lake City, and pursuant to the arrangement between the parties in relation to the method of carrying on the business, the Naylor-Woodruff Motor Company paid the freight charges upon the car and paid to the manufacturing company, for the account of the defendant, a sum equal to 20 per centum of the factory price, took the car into its possession, and placed the same upon the floor of the salesroom in its place of business; and that at the same time the Naylor-Woodruff Motor Company executed an instrument called a "negotiable trust receipt," and accepted a time draft, in the sum of $ 1,044.24, drawn by the manufacturing company, payable to the order of the defendant, due on or before December 1, 1922; the amount of the draft being the balance of the factory price of the automobile due after payment of the 20 per cent. as aforesaid.
The court further found that the negotiable trust receipt was a conditional sale by the defendant to the Naylor-Woodruff Motor Company; that the Naylor-Woodruff Motor Company was a retail dealer in cars, maintaining a salesroom in Salt Lake City; that the car in suit was shipped to that company, by authority of the defendant, for the purpose of sale, and for no other purpose; and that, from the terms of the trust receipt, the nature of the transaction, and all the evidence in the case, it was the intention and understanding between the Commercial Investment Trust and the Naylor-Woodruff Motor Company, that the former should hold title to the cars so handled until they were sold, whereupon the defendant should forthwith receive the balance due it upon such cars as were sold, and that the Naylor-Woodruff Motor Company was a trustee of the funds received from the sale of the car to the extent of the amount due defendant and until it should remit the same.
The court further found that the defendant well knew that this automobile, together with all other automobiles dealt with in like manner, was to be placed by the Naylor-Woodruff Motor Company upon the floor of its salesroom for the purpose of sale and for no other purpose, and well knew that that company would hold out to the general public that all such cars offered for sale, including the car in question, were the property of that company; that more than ten automobiles had been handled by that company in the same manner as this car was handled, under trust receipts in all respects similar to the one involved here, and that all of those cars had been sold by said company without its having first obtained from the defendant written authority to sell the same; and that the defendant and the Naylor-Woodruff Motor Company, by their manner and method of dealing as above set forth, construed the contract embodied in the time draft and trust receipt to the effect that the company, after it had paid the freight charges on the car and 20 per cent. of the factory price, and had placed the car on the floor of its salesroom, had authority and lawful right to sell the car for cash in an amount not less than the sum specified in the time draft, and upon such sale to convey good and lawful title to the car; and finally that between October 8 and October 25, 1922, there was an authorized consummated sale of the car in controversy by that company to the plaintiff for the sum of $ 1,875, of which $ 1,500 was paid in cash and the balance was to be paid by the plaintiff when he called for the car. The assignments of error are sufficient in form and substance to raise the questions discussed in the briefs and in this opinion.
The evidence shows without conflict that Jones owned an automobile of the Chandler make. He drove this car on the morning of October 8, 1922, into the garage operated by the Naylor-Woodruff Motor Company, which will be referred to at times hereafter as the sales company, in Salt Lake City to be repaired. While he was waiting there his attention became attracted to a Cleveland sedan, the car in suit, which was on display upon the floor of the showroom of the sales company's place of business. This company was engaged in the business of selling automobiles at retail at that place. This car was the only one of its make and kind about the place. Jones and his son made some inspection of the sedan, and Jones and Barkdull and Naylor, who were, respectively, salesman and president of the company, engaged in some conversation about Jones trading his Chandler car for the Cleveland sedan. Jones said he thought he ought to have about $ 1,500 for his car on a trade, and the sales company asked $ 1,875 for the new car; but the company could not trade unless it could sell the old car, and Barkdull and Naylor expressed doubts about being able to sell the old car for as much as Jones asked for it, although Naylor stated that he had a party to whom he thought he could sell it for that price, within two or three days, if Jones would leave it there. Jones testified that Naylor said, Jones in answer to this told Naylor not to take less than $ 1,500 for the Chandler, and further testified: "So I told him (Naylor), if he thought if he could give me that deal, or give me $ 1,500 on the new car within the next few days, I would leave the car."
Thereupon Jones left his old car with the sales company under that arrangement and returned to his work in Idaho. The sales company sold the old car about October 15, 1922, for $ 1,650; being $ 150 more than Jones had asked for it; but Jones not being advised of this sale on the 23d of October, wrote the company the following letter:
Thereafter, and on the following day, presumably in answer to the foregoing letter, the sales company wrote to Jones as follows:
Jones answered the letter of October 24 on the next...
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