Springer Corp. v. American Leasing Co.

• Decision Date: 22 September 1969
• Docket Number: No. 8803,8803
• Citation: 459 P.2d 135,1969 NMSC 121,80 N.M. 609
• Parties: SPRINGER CORPORATION, Plaintiff-Appellant, v. AMERICAN LEASING COMPANY, Defendant-Appellee.
• Court: New Mexico Supreme Court

Page 135

459 P.2d 135

80 N.M. 609

SPRINGER CORPORATION, Plaintiff-Appellant, v. AMERICAN LEASING COMPANY, Defendant-Appellee.

No. 8803.

Supreme Court of New Mexico.

Sept. 22, 1969.

[80 NM 609] Keleher & McLeod, T. B. Keleher, Patrick rick W. Hurley, Albuquerque, for plaintiff-appellant.

Modrall, Seymour, Sperling, Roehl & Harris, Peter J. Adang, Albuquerque, for defendant-appellee.

OPINION

WATSON, Justice.

This is an appeal from a declaratory judgment against Springer Corporation in an action it brought to determine its liability to reimburse American Leasing Corporation for taxes on rentals of personal property paid under § 72--16--4.5, N.M.S.A. 1953 Comp. (now repealed).

Either appellant Springer has not complied with the requirements of our Rule 15(16)(b) and (c), § 21--2--1(15)(16)(b) and (c), N.M.S.A.1953 Comp., in that it has failed in its brief to make any reference to a finding of fact of the trial court which is challenged, or else it did not intend to challenge any finding. In either event, the effect is the same. The trial court's findings are conclusive on appeal. Giovannini v. Turrietta,76 N.M. 344, 414 P.2d 855 (1966); Michael v. Bauman, 76 N.M. 225, 413 P.2d 888 (1966).

We need only determine if the trial court's conclusions and the judgment are correct, based upon the facts found. Cooper v. Bank of New Mexico, 77 N.M. 398, 423 P.2d 431 (1966); Jontz v. Alderete, 64 N.M. 163, 326 P.2d 95 (1958).

We summarize the facts found by the trial court as follows:

1. Springer (plaintiff and appellant) entered into seven written agreements with American (defendant and appellee) which were made part of these findings. The first agreement is dated November 12, 1958, and the last one is dated March 1, 1965. There are two types of printed forms used for the agreements. The first three agreements are on forms entitled 'Lease,' and the last four are on forms entitled 'American Leasing Corporation Standard Truck Lease.' On termination, the 'leased' property was to be returned to the vendors, not the Lessor. The two types of forms were similar but not identical. The 'Standard Truck Lease' provides for re-lease or sale upon breach and termination and includes a reasonable attorney's fee in its recital of damages; the 'Lease' form does not so provide. In all of the agreements American, as Lessor, purports to lease trucks and attached equipment to Springer as Lessee. The make, model, motor number, serial number, body or special equipment, and monthly rental are set forth in an attached 'Schedule A.' There is only one difference in the 'Schedule A' forms; those used on the four Standard Truck Leases set forth the 'Stipulated Loss Value' of each piece of equipment in a column next to the monthly rental column, and the others do not.

(a) All the agreements require Springer to pay a gross rental in monthly payments together with personal property taxes, sales tax, use taxes, tax on lease rentals, and all other applicable taxes except net income and franchise taxes. (Emphasis added.) Springer is required to pay the license plate and registration fees for the trucks and to repair and maintain all the equipment and carry the insurance on the trucks and equipment, including public liability, collision, and property damage, and to save American regardless of insurance coverage. American has no obligation if a unit fails to function, but does make available the manufacturer's standard warranty to Springer. Upon destruction of the property or termination of the 'lease,' as to one unit, the unpaid rentals as to it are to be deleted and the equipment returned to the original vendor. If Springer defaults in rental payments, American can declare all rentals due and payable, take possession of the equipment, and exercise any other lawful remedies.

(b) The first three leases have an initial term of 50 months with a right to renew up to 12 additional months at $5.00 per month, the rental for the entire renewal period to be payable in advance. The 'Standard Truck Lease' provides for an initial term of 60 months and grants a renewal privilege of up to 36 additional months for a 'rental' of $10.00 yearly, the rental for the entire renewal period to be payable in advance. The total 'Stipulated Loss Value' of the equipment set out on the first three 'Standard Truck Leases' is 18 per cent less than the gross rental for the initial term of the lease and is 20 per cent less than the gross rental on the most recent of these.

(c) The 'Schedule A' attached to the agreements all bear an assignment of the 'lease' executed by American to a bank reciting that a chattel mortgage has been given to a bank upon the 'leased' property, and that all rentals and other rights under the lease are assigned to secure any obligation of American to the bank. Springer acknowledges notice of the assignment and agrees to pay all rentals direct to the bank.

2. At the time the agreements were entered into, the parties intended them to be leases and not conditional sales contracts. The written agreements are complete and unambiguous; and the intention of the parties is ascertainable from the instruments themselves. On November 10, 1965 the New Mexico Bureau of Revenue assessed a gross receipts tax on the lease rental payments made by Springer to American under the leases, and on November 24, 1965 American notified Springer of this deficiency assessment and gave Springer ample opportunity and time to prevent payment by American and to take action to prevent deficiency assessment and to participate in a decision as to the validity of the assessment. Springer failed to take action and on December 1, 1965, American paid the tax then due in the sum of $8,598, and has paid the taxes on the rental since in the sum of $12,496.65.

3. The assessment was valid and American was entitled to reimbursement from Springer for the total amount paid plus interest at six per cent from October 31, 1965, together with reasonable attorney's fees, as provided by the agreement which,...