Rowe Vending Mach. Co. v. Morris
| Decision Date | 01 July 1931 |
| Citation | 276 Mass. 274,177 N.E. 112 |
| Parties | ROWE VENDING MACH. CO., Inc., v. MORRIS. |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
OPINION TEXT STARTS HERE
Appeal from Superior Court, Suffolk County; Bishop, Judge.
Suit by the Rowe Vending Machine Company, Incorporated, against Edward L. Morris. Decree for plaintiff, and defendant appeals.
Modified and, as modified, affirmed.
J. S. Ellis, of Boston, for plaintiff.
John J. Mahan, of Boston, for respondent.
This is a suit in equity brought under G. L. c. 214, § 3(1), wherein the plaintiff seeks to have adjudicated its title in and right to immediate possession of certain chattels sold on conditional sale to the defendant, and alleged to be so secreted and detained by the latter that they cannot be replevied.
The trial judge found that on November 12, 1927, one William H. Rowe sold to the defendant fifty ‘Rowe Cigarette Vending Machines' on conditional sale. The total price called for by the contract was $3,750 payable as follows: $750 upon signing the contract, $1,750 on delivery of the machines, and the balance in six monthly instalments the last of which was due July 13, 1928. The agreement contained detailed provisions defining the rights of the parties thereto. By its terms the buyer agreed to purchase seventy-five additional machines upon the same terms as in the purchase of the first fifty machines, but the buyer had the right, by giving notice to the seller before April 2, 1928, to be released from this obligation. The buyer was allotted all of Suffolk County in this Commonwealth as a designated territory in which he would have exclusive right to resell, lease and operate the machines, subject to the following conditions: ‘In the event Buyer does not fulfill this contract in all its terms or in the event he does not accept the additional machines above provided for, the above agreement of Seller not to sell machines within the allotted territory shall be null and void, the intention hereof being that if Buyer accepts and pays for a number of machines designated by Seller as sufficient for the territory allotted, herein specified, as one hundred and twenty-five machines, then Buyer shall have, as far as it is within the power of Seller to grant same, the exclusive right to own and operate Rowe Cigarette Vending Machines within said territory, but that if Buyer does not accept and pay for such number of machines then the territory described shall not be deemed exclusive but Seller may make other arrangements until the designated number of machines are disposed of within said territory.’ There were further provisions for retention of title in the seller, with a right to retake possession on default, and a clause forbidding the buyer to sell, lease or mortgage the machines or otherwise to dispose of them, or take them out of the territory in question, or to assign his rights under the contract, and a clause forbidding him to operate, lease or resell the machines outside of the described territory.
At some time before the commencement of these proceedings, William H. Rowe assigned all his right, title and interest in the above contract to the plaintiff. The first fifty machines were shipped on January 21, 1928, nineteen days late, this delay being due to the defendant. In consequence of the delay it was agreed that all payments subsequent to the initial payment should be postponed one month. Upon receiving the first fifty machines the defendant placed them in various stores in the city of Boston and vicinity. He made all payments on these machines, the last payment being on August 16, 1928. It was found by the trial judge that both parties knew for a month or more before April 2, 1928, that the defendant would be unable to pay for the seventy-five additional machines which, according to the terms of the contract, he was to take unless he notified the seller before that date that he did not want them. The defendant requested, however, that the allotted territory be reserved for him, and for a time the plaintiff did so. On July 11, 1928, the plaintiff notified the defendant that if he was certain that he could handle fifty additional machines on the basis of paying $200 per month to send a check for that amount as the down payment and an order for fifty machines, the balance of $3,550 to be paid in monthly instalments and to be secured by a mortgage on the first fifty machines. In consequence of this and other communications between the parties, the defendant executed an agreement dated August 3, 1928, a copy of which is annexed to the bill of complaint. This agreement recites that in consideration of the delivery of fifty additional machines, ‘Now Therefore, I, Edward L. Morris, hereby transfer, assign and set over unto said Rowe Vending Machine Company as collateral security for the payments hereinbefore set forth all my right title and interest in and to Fifty Rowe Cigarette Vending Machines (Old Model) as transferred to me by Conditional Sales Contract dated November 12, 1927, William H. Rowe, Seller, and Edward L. Morris, Buyer, said assignment being with the proviso that Upon payment by me of all sums of money remaining due on the Fifty machines (Old Model) and all instalments hereinbefore provided to become due on delivery to me of Fifty Machines (New Model) This Assignment shall become null and void. * * *’ The defendant made no down payment of the order for the additional machines, as requested by the plaintiff's letter of July 11, 1928, and the only sum ever paid on the second order was the initial deposit of $200 made on March 1, 1929, when the first instalment of the additional machines was shipped. The defendant paid in full for the first fifty machines, and has been credited with the sum of $212.50 as commissions due him. The judge found that there is due the plaintiff from the defendant the sum of $3,337.50 for the fifty machines ordered August 3, 1928. He also found that the plaintiff acted in good faith and kept all its agreements, but that the defendant failed to comply with the terms and conditions on which the designated territory was allotted to him, and was therefore not entitled to any exclusive territory.
A final decree was entered adjudging that the defendant was indebted to the plaintiff in the sum of $3,337.50, with interest at the rate of seven per cent. on account of the second lot of fifty machines, and that the defendant has no claim for damages against the plaintiff. It was further decreed that, upon payment by the defendant of the above sum with interest within twenty-one days from the date of the decree, the plaintiff...
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...sale contract acquires substantial rights, and a special property which he can mortgage or sell. Rowe Vending Machine Co., Inc., v. Morris, 276 Mass. 274, 280, 177 N. E. 112, and cases cited. General rules as to time of passing whatever title such vendee acquires ought to be as applicable t......
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...in the conditional sale contract had a special interest in the steel which it would mortgage or sell (Rowe Vending Machine Co., Inc., v. Morris, 276 Mass. 274, 280, 177 N.E. 112), a vendee or mortgagee under such a transfer would thus acquire no greater or other interest than the original v......
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