Lamson & Co. v. Abrams
| Decision Date | 17 February 1940 |
| Parties | LAMSON & CO., Inc., v. ABRAMS. |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
LAMSON & CO., Inc.,
v.
ABRAMS.
Supreme Judicial Court of Massachusetts, Suffolk.
Feb. 17, 1940.
Action of contract by Lamson & Co., Incorporated, against Louis B. Abrams to recover rent on premises. The trial judge found for defendant, and the case was reported to the Appellate Division. From order of the Appellate Division dismissing the report, the plaintiff appeals.
Reversed and rendered.
[25 N.E.2d 375]
Appeal from Municipal Court of Boston, Appellate Division; J. T. Zottoli, Justice.
Clarence A. Warren and N. Robert Voorhis, both of Boston, for plaintiff.
No argument of brief for defendant.
RONAN, Justice.
This is an action of contract to recover rent for the two months ending September 14, 1938. The plaintiff, the holder of a second mortgage on the premises, a portion of which was occupied by the defendant, took possession for breach of the conditions of the mortgage on April 16, 1938; and the defendant, after notice from the plaintiff, attorned to and agreed to pay the rent thereafter, in advance, to the plaintiff and did make all such payments up to the month and including the month ending July 14, 1938. On June 28, 1938, the Exchange Mortgage Loan Company (hereinafter called the loancompany), purporting to be the holder of a first mortgage, took possession of the said premises, and in compliance with a demand made upon him the defendant, on August 19, 1938, paid the rent for the month ending August 14, 1938, to this company. This first mortgage (hereinafter called the Brown mortgage) was given to the exchange Trust Company, which duly assigned it on November 29, 1933, to the loan company. The assignment was properly recorded. The loan company borrowed a large sum of money from the Reconstruction Finance Corporation (hereinafter called the corporation), giving to the latter its promissory note, the payment of which was secured by certain mortgages including the Brown mortgage. These mortgages, together with their respective notes (each bearing the indorsement of the loan company) and an executed assignment for each mortgage, were delivered with the note to the corporation. The loan company took possession of the Brown premises on June 28, 1938. The corporation on July 14, 1938, assigned the Brown mortgage to the loan company and delivered the assignment and the mortgage note to the latter. The assignment of this mortgage to the corporation and that to the loan company were never recorded. The trial judge found for the defendant. The Appellate Division ordered the report dismissed and the plaintiff appealed.
The plaintiff contends that the loan company did not have the legal title to the Brown mortgage when it took possession of the premises on June 28, 1938, and that it could not exercise the rights of a mortgagee while the mortgage remained assigned and pledged to the corporation.
The judge by his treatment of the plaintiff's requests for rulings found, in substance and effect, that the loan company as holder of the first mortgage demanded the rent from the defendant, and that the defendant attorned to the loan company to which on August 19, 1938, he paid the rent for the month ending August 14, 1938. He further found that the Brown mortgage was not assigned to the corporation but that the transaction amounted to a pledge and that there was no breach of the conditions of the pledge. He refused to grant the plaintiff's request that, upon the admitted facts, plaintiff was entitled to a finding.
The various written instruments defining the terms and conditions under
[25 N.E.2d 376]
which a large sum of money was loaned by one corporation to another, setting forth the receipt by the lender of a number of mortgages, together with the notes that each secured, which were to be held and applied in the manner and for the purpose designated in the note evidencing the loan, and conferring certain rights and imposing prescribed obligations in carrying out the arrangement into which they had entered, must be construed as parts of a single transaction. Skilton v. R. H. Long Cadillac La Salle Co., 265 Mass. 595,165 N.E. 652;Baker v. James, 280 Mass. 43, 181 N.E. 861;Union Market National Bank of Watertown v. Nonantum Investment Co., 291 Mass. 439, 197 N.E. 57.
The promissory note given by the loan company to the corporation authorized the latter upon a default of the former to sell, assign and deliver all or any of the collateral at public or private sale and to become the purchaser thereof. The loan company assigned the Brown mortgage to the corporation, together with the note and claim secured thereby, by an instrument under seal and in the statutory form. G.L.(Ter.Ed.) c. 183, § 8. Such an instrument did not merely transfer a chose in action but conveyed a legal estate in the mortgaged premises. Gould v. Newman, 6 Mass. 239;Hills v. Eliot...
To continue reading
Request your trial