Standard Acceptance Corp. v. Connor

• Decision Date: 25 July 1940
• Citation: 15 A.2d 314,127 Conn. 199
• Court: Connecticut Supreme Court
• Parties: STANDARD ACCEPTANCE CORPORATION v. CONNOR.

15 A.2d 314

127 Conn. 199

STANDARD ACCEPTANCE CORPORATION v. CONNOR.

Supreme Court of Errors of Connecticut.

July 25, 1940

Appeal from Court of Common Pleas for Judicial District of Waterbury, New Haven County; Miles F. McNiff, Judge.

Action by the Standard Acceptance Corporation against Daniel Connor in replevin to recover possession of an automobile, which action was brought to the Court of Common Pleas for the Judicial District of Waterbury and tried to the court. From a judgment for defendant, plaintiff appeals.

No error.

MALTBIE, C.J., dissenting.

Walter J. Lynch, of Waterbury, for appellant.

Andrew D. Dawson, of Waterbury, for appellee.

MALTBIE C.J., and AVERY, BROWN, JENNINGS, and ELLS, JJ.

ELLS Judge.

Angelina Calca was in possession of an automobile which she had purchased on December 2, 1938, by a duly executed and recorded contract of conditional sale, from a dealer who had assigned his rights thereunder to the plaintiff. The car was attached as her property in May, 1939, by the defendant, a deputy sheriff, in a suit against John B. and Angelina Calca. Upon the defendant's refusal of the plaintiff's demand for the car, the present action was brought.

The contract, made December 2, 1938, provides that ‘ title to said property shall not pass to purchaser until all sums due hereunder are fully paid in cash.’ The total ‘ time’ price is stated to be $642, payable $185 in cash and by seventeen monthly installments of $25 and one of $32, ‘ commencing Jan. 10, 1938.’ The court found that the real agreement of the parties to the contract was that the monthly payments were to begin January 10, 1939 that the date stated in the written contract was obviously a clerical error, and that it was a clerical error made by the typist in preparing the papers, but that the true date was not apparent. It concluded that the document did not contain the terms or conditions of the sale or the manner in which the purchase price was to be paid, in that it did not correctly state the partial payment dates and did not state the end of the partial payment dates, and therefore did not comply with the provisions of § 4697 of the General Statutes; and that the sale was absolute as to this defendant under § 4699. The principal issue on this appeal is as to the correctness of these conclusions. There is no finding that the defendant had notice or knowledge other than that contained in the recorded document.

Section 4697 provides, in so far as its requirements affect this case, that ‘ 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, and shall be acknowledged before some competent authority and filed within a reasonable time in the town clerk's office in the town where the vendee resides.’ Section 4699 provides that ‘ all conditional sales of personal property not made in conformity with the provisions of section 4697 * * * shall be held to be absolute sales except as between the vendor and the vendee and their personal representatives, and all such property shall be liable to be taken by attachment and execution for the debts of the vendee in the same manner as any other property not exempted by law from attachment and execution.’ The composite effect of these statutes is to make contracts of conditional sale which do not meet the requirements laid down by § 4697 absolute sales as to creditors and bona fide purchasers. Liquid Carbonic Co. v. Black, 102 Conn. 390, 395, 128 A. 514. We must first decide whether the recorded contract in question describes ‘ all conditions of such sale,’ and if it does not, whether the sale is absolute as regards this defendant. We have referred to the requirements specified by the statute as being ‘ indispensable,’ National Cash Register Co. v. Lesko, 77 Conn. 276, 280, 58 A. 967; and of the statute as being ‘ mandatory in its terms.’ Lee Bros. Furniture Co. v. Cram, 63 Conn. 433, 437, 28 A. 540. 541. We have also repeatedly stated the purpose of the statute as being to protect those who, from the fact of possession and apparent ownership by the vendee, may be led to believe him to be the actual owner of property held by him under such contract, and that the recording of the instrument is constructive notice to all the world of its contents, and therefore of the facts as to the true ownership of the property in the possession of the conditional vendee. National Cash Register Co. v. Lesko, supra; Liquid Carbonic Co. v. Black, supra; Commercial Credit Corp. v. Carlson, 114 Conn. 514, 516, 159 A. 352. We have also indicated that its purpose is to require sufficient notice that the conditional sale had been made, and of all the facts which the statute requires to be stated in an instrument of conditional sale, and to appear of record. National Cash Register Co. v. Lesko, supra.

With this background in mind we consider the particular requirement now under examination, that the contract shall describe ‘ all conditions of such sale.’ The gist of the provision is that contracts conditioned that the title shall remain in the vendor after delivery must state the terms of the sale, and not merely that it is a conditional sale. The terms of the conditional sale, performance or nonperformance of which determines whether title shall be in the vendee or the vendor, is a condition in the commonly accepted meaning of the word, and this would include the provisions for payment at a certain date, failure to make which would end the estate of the vendee. This the plaintiff does not deny, but claims that the true facts appear, despite the error. Its principal contention is well stated in question form in its brief, ‘ Shall we say that an error which is so obvious and notorious as to indicate what is really intended makes insufficient the terms of the sale?’ Certainly not. We would indeed be reluctant to stand on such narrow ground. But the question does not fit the facts. This contract contains an obvious error, for it provides that the payments shall begin several months before the agreement was made, but nowhere does it indicate what the true dates are. The error is obvious, but the true date is not. There is a single erroneous data as to the beginning of the payments, and no statement as to their termination. The number of payments is given, but lacking a date when they are to begin, or when they are to end, the document does not afford means by which the true facts may be ascertained. What appears on the records was all that this stranger, an attaching creditor of the vendee, would have notice of or be bound by. He would see that the date was erroneously stated. But what is there is the record to indicate the true date? Is it January 10, 1939? That would perhaps be the natural date. But the parties may have agreed that the partial payments were not to begin until January 10, 1940, or February 5, 1939; indeed, any date subsequent to the date of the...