Rhode Island Hospital Nat. Bank of Providence v. Larson
| Decision Date | 27 February 1951 |
| Citation | 79 A.2d 182,137 Conn. 541 |
| Court | Connecticut Supreme Court |
| Parties | RHODE ISLAND HOSPITAL NAT. BANK OF PROVIDENCE v. LARSON. Supreme Court of Errors of Connecticut |
T. Holmes Bracken and Irving E. Stroh, New Haven, for appellant.
Anthony I. Wells, and John R. Thim, New Haven, for appellee.
Before BROWN, C. J., and O'SULLIVAN, BALDWIN, INGLIS and JENNINGS, JJ.
O'SULLIVAN, Judge.
On June 29, 1949, Windham Motor Sales, Inc., sold a Lincoln automobile to Emile W. Jacques under a contract of conditional sale. The seller subsequently assigned its interest in the contract to the plaintiff. On September 23, 1949, the defendant, a deputy sheriff, attached the automobile in an action instituted by a creditor of Jacques. During October, the plaintiff brought this action of replevin. The complaint included an allegation that Jacques was in default in failing to pay an instalment of the purchase price due on September 29. From a judgment that the plaintiff recover possession of the automobile, the defendant has appealed. The sole question for determination is whether the contract of conditional sale was legally executed. The defendant contends that, as against the vendee's creditors, it is invalid on two grounds, first, the conditions of the sale are not fully stated, and, secondly, the acknowledgement is defective. Our discussion will be limited to the first ground.
Section 6692 of the General Statutes requires that, except as otherwise provided, 'all contracts for the sale of personal property, conditioned that the title thereto shall remain in the vendor after delivery, shall be in writing, describing the property and all conditions of such sale'. Section 6694 provides that all conditional sales of personal property not made in conformity with § 6692 shall be held to be absolute sales except as between the parties to the transaction and their personal representatives, and that the property involved shall be liable to the taken by attachment and execution for the debts of the vendee.
The purpose of these statutes, as has been repeatedly pointed out, is to protect those who, in dealing with another, may be led, by that other's possession and apparent ownership of personalty, to believe him to be its actual owner. C.I.T. Corporation v. Cohen, 117 Conn. 159, 163, 167 A. 102; Commercial Credit Corporation v. Carlson, 114 Conn. 514, 516, 159 A. 352. The statutes were not aimed at invalidating, nor do they invalidate, as between the parties, a conditional sale contract, however defective its execution may be. Refrigeration Discount Corporation v. Chronis, 117 Conn. 457, 460, 168 A. 783. They were passed solely for the benefit of the creditors of, and the bona fide purchasers from, the conditional vendee. In re Wilcox & Howe Co., 70 Conn. 220, 230, 39 A. 163. This legislative purpose has been consistently recognized by our previous decisions. We have interpreted the statutes strictly as against the parties to the conditional sale contract and with liberality towards those for whose protection they were enacted. Lee Bros. Furniture Co. v. Cram, 63 Conn. 433, 437, 28 A. 540; National Cash Register Co. v. Lesko, 77 Conn. 276, 280, 58 A. 967; Standard Acceptance Corporation v. Connor, 127 Conn. 199, 203, 15 A.2d 314, 130 A.L.R. 720.
The terms of the contract involved in this action, in so far as they relate to the payment of the purchase price, read: The claimed defect in this recital of the conditions of the sale is that the day of the month upon which the instalments are due was left blank.
It is the plaintiff's contention that the terms of payment are sufficiently definite to meet the requirements of the statute. Its claim appears to be this: the date of the contract is June 29; the first instalment is made payable on July 29, and those remaining, on the '___ day of each and every month thereafter until this contract is paid in full'; hence, an instalment is due on the 29th day of each succeeding month. The weakness of this argument is obvious. In the first place, whether 'month' refers to a period of one month immediately following the '29th' or to the calendar month which next follows that date is not stated. Furthermore, if we assume that the actual agreement of the parties was that all instalments subsequent to the first were to fall due as claimed by the plaintiff, then that was a condition of the sale and, as such, was required by the statute to be expressed in writing.
It is quite simple to say that the parties obviously intended, from the language they used, that monthly payments, subsequent to July, were to be paid on or before the 29th of each month. This is the equivalent of filling in an unstated term of the contract. For aught that appears therein, save what may be deduced by inference to the contrary, the actual, unrecorded agreement may have provided for payments on the 1st or 15th or 30th day of the month. The problem, however, is not one of interpretation, permitting the court to resort to its right to draw reasonable inferences in determining the meaning of a contract. If it were, it is not inconceivable that the missing information could be supplied by inferring that, because the dates when the contract was executed and the first instalment was made payable were the 29th of consecutive months, the parties must have intended the 29th of each of the following months as the date on which a payment was to be made. That, however, is not the point. The only question is whether all of the conditions of the sale were reduced to writing.
The statute is not ambiguous. It provides unequivocally that all, not some, of the conditions shall be expressed in writing. Try as it may, the plaintiff cannot escape from the stubborn fact that the contract does not incorporate the complete terms to which the parties agreed. Unless we propose to depart from the strict policy which has characterized our former decisions, we must conclude, as we do, that the contract of conditional sale in this case was an absolute sale as to the vendee's creditor. C.I.T. Corporation v. Meyers, 129 Conn. 514, 517, 29 A.2d 758; Premium Commercial Corporation v. Kasprzycki, 129 Conn. 446, 450, 29 A.2d 610.
There is error, the judgment is set aside and the case is remanded with direction to render judgment for the defendant for possession of the automobile.
In this opinion BALDWIN, J., concurred.
I am in full agreement with what is stated in the preceding opinion as to the purpose of the statute and as to the court's duty to enforce strict compliance with it for the protection of bona fide purchasers and creditors. The vendor's gross carelessness and disregard for the requirements of the statute in this case are manifest, not only from its failure to state in the instrument the dates when the monthly payments were to be made but also in the inadequacy of the acknowledgment.
Among other of the applicable provisions of § 6692 is one that all conditional sales contracts 'shall be acknowledged before some competent authority'. When a corporation is the vendor in such a contract, it 'is essential that it appear from the certificate, when read in connection with the instrument acknowledged, that the acknowledgment is made on behalf of the corporation, and therefore is its acknowledgment, and not merely that of the individual who executed the instrument.' Commercial Credit Corporation v. Carlson, 114 Conn. 514, 518, 159 A. 352, 354. In other words, under our statute a certificate is insufficient unless it (1) identifies the subscriber, (2) specifies the writing subscribed, (3) states the capacity in which he executed it, and (4) certifies his acknowledgment thereof. At the end of this contract, just below what appears to be the buyer's signature, this appears: 'Seller Signs Windham Motor Sales, Inc., B. Hochberg, Pres. Columbia Ave., Willimantic, Conn.' The certificate of acknowledgment states: 'Personally appeared Windham Motor Sales, Inc. (Seller) and Emile W. Jacques (Phrchaser) signers and sealers of the foregoing instrument and acknowledge the same * * * to be their free act and deed (and the free act and deed of corporation when either party is corporation), before me.'
When the purported signature of the vendor, and the certificate, are...
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