Liquid Carbonic Co. v. Black

• Decision Date: 03 April 1925
• Citation: 102 Conn. 390,128 A. 514
• Court: Connecticut Supreme Court
• Parties: LIQUID CARBONIC CO. v. BLACK ET AL.

128 A. 514

102 Conn. 390

LIQUID CARBONIC CO. v. BLACK ET AL.

Supreme Court of Errors of Connecticut.

April 3, 1925

Appeal from Court of Common Pleas, Fairfield County; J. Moss Ives Special Judge.

Replevin by the Liquid Carbonic Company against George W Black and others. Judgment for plaintiff for recovery of the goods and $1 damages, and defendants appeal. No error.

Frank Rich, of Stamford, for appellants.

Daniel E. Ryan, of Stamford, for appellee.

Argued before WHEELER, C.J., and BEACH, CURTIS, KEELER, and MALTBIE JJ.

WHEELER, C.J.

The plaintiff, the Liquid Carbonic Company, and defendant Black on January 15, 1922, entered into a written agreement of conditional sale of the goods described in the complaint, by which the goods were delivered to Black, and the title to them was to remain in the Carbonic Company until paid for according to stated terms, and subject to its right on default to repossess itself of the goods. The agreement was duly recorded and executed, except that it was not acknowledged. On October 15, 1922, plaintiff demanded of defendants the return of these goods, and they refused to deliver the same, and on the following day, when this action was begun, there was due the plaintiff on the purchase price of the goods $827.75. Black used these goods in his business from January, 1922, to September 29, 1923, when he sold the same to defendant Wilson, who then had actual notice of the conditional bill of sale from plaintiff to Black, and that there remained unpaid a part of the purchase price. At the time of the sale Black reserved $750 out of the price he received from Wilson for the purpose of satisfying the claim of the plaintiff, but said sum was not paid it, and after this action was begun the $750 was returned to Wilson by Black. The court rendered judgment for the plaintiff.

The defendants attack the judgment upon this appeal upon the three conclusions reached by the trial court, viz.: (1) In view of the circumstances of the sale and the fact that the defendant Wilson had actual knowledge of the plaintiff's conditional bill of sale, he is to be regarded as a personal representative of the defendant Black within the meaning of the statute. (2) A vendee with notice is not to be regarded as a bona fide purchaser, but as an ordinary creditor, and is entitled only to what the creditor was entitled to, and in this respect is his personal representative. (3) The statute on conditional bills of sale was designed to protect bona fide purchasers and creditors, and a purchaser with notice should not be suffered to take advantage of a technical noncompliance with the statute and profit thereby, this not being the purpose or intent of the statute.

These conclusions must be tested by the construction placed upon General Statutes, § 4746:

" All conditional sales of personal property not made in conformity with the provisions of section 4744 shall be held to be absolute sales, except as between the vendor and vendee or their personal representatives, and all such property shall be liable to be taken by attachment and execution for the debts of the vendee, in the same manner as any other property not exempted by law."

Since the contract of conditional sale by the plaintiff to Black was not made in conformity with the statute because it had not been acknowledged (General Statutes, § 4744), it was wholly ineffective except as between the vendor and vendee or their personal representatives. The first conclusion of the trial court is that Black's vendee, Wilson, was the personal representative of Black.

We held in Re Wilcox & Howe Co., 70 Conn. 220, 39 A. 163, that this term may reasonably be held to include, in addition to executors and administrators, trustees in insolvency, an assignee in bankruptcy, and a receiver. The last three classes we pointed out " stand in the shoes of the debtor and represent him; but they also, for some purposes, stand in the shoes of creditors and represent them."

We recognize the impossibility of giving this term its strict technical, common-law meaning, executor or administrator, and we have not heretofore done this. The trustee in insolvency, the assignee in bankruptcy, and the receiver are each the personal representative of the vendor and vendee, but to hold that the term includes also the vendee of the vendee in the conditional sale or such a vendee with notice strains the statutory meaning to a point where reasonable construction cannot go. In the ordinary uses of language no one would think that such a vendee was a personal representative of his vendor. To reach this conclusion we must give to the language of the statute a meaning its framers never intended. In certain statutes this term may mean heirs, next of kin or descendants, and sometimes grantees, but no conditional sales statute has been called to our attention where the term is used in the sense of the vendee of the vendee in a conditional sale, or such a vendee with notice. There is sound reason for denying to the parties to a conditional sale the right to attack such sale because of a statutory informality in the execution, and to deny to those who stand in their shoes this right, but the same...