Shafer v. Spruks
| Decision Date | 26 October 1915 |
| Docket Number | 1945.,1944 |
| Parties | SHAFER et al. v. SPRUKS et al. |
| Court | U.S. Court of Appeals — Third Circuit |
Samuel B. Price, Cole B. Price, and John H. Price, all of Scranton Pa., for appellants.
W. W Watson and W. S. Diehl, both of Scranton, Pa., for appellee.
Before BUFFINGTON, McPHERSON, and WOOLLEY, Circuit Judges.
In order to understand the controversy now in hand, we must go back to the suit that was decided by this court in March 1913, but was only recently reported in 225 F. at page 480, . . . C.C.A. . . . . By reference to that opinion it will be seen that in effect the mortgage then and now in question was adjudged to be an equitable lien on the after-acquired land, and indeed there is no dispute now on that subject. The land was in Wyoming county, and the mortgage was recorded there only; but the dairy company was the owner of personal property also both in Wyoming county and in the neighboring county of Lackawanna-- machinery, fixtures, supplies, cash, etc.-- and in the present proceeding the Scranton Bank, claiming to have an equitable lien on this property, or on its proceeds, superior to the claims of general creditors, filed a bill to establish such lien and for other purposes. The claim was allowed in part and disallowed in part, the result being that the bank and the general creditors have each taken an appeal.
Essentially the bank's position depends on the scope of the recital in the bonds that the mortgage 'covers all real estate, machinery, fixtures, and equipment of every description now owned or hereafter acquired by the said Lackawanna Dairy Company, and all its franchises, rights, and privileges. ' The bank insists that the meaning of these words is so inclusive as to embrace all the dairy company's property, of every kind and wherever situated, and to create an equitable lien thereon superior in time and rank to the claims of the general creditors. As we understand, all of their debts postdate the bonds. The fundamental question is: What property does the quoted language embrace? In our opinion its scope is not so extensive as the bank contends. The words do not stand by themselves, and are not to be construed merely according to their dictionary meaning; they were used in the course of a transaction that included a mortgage also, to which, indeed, the bonds expressly refer. The writings must be read together and in the light of the surrounding circumstances, and, thus considered, we think it quite clear that the dairy company had no intention to incumber, and did not incumber, legally or equitably, any other property than the real estate in Wyoming county and such personal property as might properly be regarded as part of such realty or incident thereto. The mortgage says so distinctly. In reciting the bonds it declares that they were to be secured on the company's--
'real estate * * * in Nicholson, county of Wyoming, * * * together with all and singular the buildings, machinery, fixtures, and franchises incident and appurtenant thereto * * * . '
And in the granting clause of the mortgage the dairy company grants, bargains, etc., a specific tract of land--
'Together with all and singular the buildings, improvements, ways waters, water courses, rights, liberties, privileges, fixtures,...
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