Skinner v. Tober Foreign Motors, Inc.

• Citation: 187 N.E.2d 669,345 Mass. 429
• Parties: , 1 UCC Rep.Serv. 1 William H. SKINNER et al. v. TOBER FOREIGN MOTORS, INC.
• Decision Date: 07 February 1963
• Court: United States State Supreme Judicial Court of Massachusetts

Page 669

187 N.E.2d 669

345 Mass. 429, 1 UCC Rep.Serv. 1

William H. SKINNER et al. v. TOBER FOREIGN MOTORS, INC.

Supreme Judicial Court of Massachusetts, Hampden.

Argued Nov. 7, 1962.

Decided Feb. 7, 1963.

Francis P. Tehan, Springfield, for plaintiffs.

David Burres, Springfield, for defendant.

Before WILKINS, C. J., and SPALDING, WHITTEMORE, CUTTER, KIRK and SPIEGEL, JJ.

SPALDING, Justice.

In this suit the plaintiffs seek equitable replevin of an airplane alleged to belong to them and to be detained against their right by the defendant; in the alternative, damages were sought.

A master, to whom the case was referred, found the following facts: The plaintiffs at all times here material were residents of Connecticut. The defendant is a Massachusetts corporation and its principal place of business at the time of the transactions under Consideration was at Springfield in the Commonwealth. On October 3, 1959, the plaintiffs purchased an airplane from the defendant. Negotiations for the purchase were carried on in Springfield and all of the instruments in connection with the transaction were executed there. These instruments included a bill of sale, an instalment contract, and an instalment note. The instalment contract was a form commonly used in Connecticut, and all the instruments were drawn by a Connecticut attorney retained by the defendant. Neither party was represented by counsel when the instruments were executed. A Connecticut form was used, and a Connecticut attorney was retained, because of the belief on the part of the defendant's president that this was necessary since the plaintiffs lived in Connecticut and the plane was to be based there. The plaintiffs knew that a Connecticut form was being used but were 'not aware of the fact that this use had any peculiar legal significance, if any it had.'

The instruments executed by the parties provided for payments of $200 per month over a period of twenty-four months with a payment of $353.34 on the twenty-fifth month. Prior to the due date of the first payment the airplane developed engine trouble. This necessitated either the rebuilding of the engine or the installation of a new one at a cost of $1,400. After discussion between the plaintiffs and officers of the defendant, the plaintiffs decided that a new engine should be installed. But the necessity of replacing the engine so soon after the purchase of the plane imposed a financial burden on the plaintiffs which they would be unable to bear. Accordingly, they 'offered to return the unrepaired plane to the * * * [defendant] without charge in exchange for a cancellation of all agreements.' In order to alleviate the plaintiffs' burdens, and rather than accept the return of the plane, the defendant, through its officers, agreed that for the first year of the instalment contract the payments were to be $100 per month. The plaintiffs agreed to this arrangement and the new engine was installed. This agreement, which was made late in October, 1959, was oral. The defendant derived no benefit from this agreement other than the facts that the plane was not returned and the payments hereinafter mentioned were made.

Following the making of this agreement the plaintiffs, beginning in November, 1959, and continuing through May, 1960, made payments of $100 each month. Throughout this period the plane was kept in Connecticut.

In March of 1960 the defendant's president told the plaintiffs that thereafter the monthly payments would have to be increased to $200 or 'he would have to take action.' The plaintiffs did not agree to this proposal and, after another discussion with the defenant's president, made the April and May payments of $100 each.

On May 26, 1960, the defendant's president, accompanied by two deputy sheriffs of Connecticut and another man, went to the Windham Airport at Willimantic, Connecticut, took possession of the plane, and flew it to an airport in this Commonwealth. No demand for full payment was ever made. If the oral modification was controlling the plaintiffs were not in default in their payments. ¹ After repossessing the plane, the defendant sold it for $4,400. The master concluded that, subject to the determination of certain questions of law by the court, the damages sustained by the plaintiffs were $2,280, plus interest. This amount was arrived at by deducting from the value of the plane ($6,200) the unpaid balance ($3,920) of the purchase price. From a final decree awarding the plaintiffs damages in the amount found by the master, together with interest, the defendant appeals.

The master reported several questions of law for the court's determination, but we need not deal with all of them; those discussed below are decisive of the case.

The defendant argues that Connecticut rather than Massachusetts law governs the transactions. We are of opinion that they are governed by the law of this Commonwealth. General Laws c. 106, § 1-105, inserted by St.1957, c. 765, § 1 (Uniform Commercial Code), provides: 'Except as provided hereafter in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties. Failing such agreement this chapter applies to transactions bearing an appropriate relation to this state.' There is no finding that the parties agreed that the Connecticut law should apply. The...