Woodland Company v. Mendenhall
| Decision Date | 14 February 1901 |
| Docket Number | 12,452 - (231) |
| Citation | 85 N.W. 164,82 Minn. 483 |
| Parties | WOODLAND COMPANY v. LUTHER MENDENHALL and Another |
| Court | Minnesota Supreme Court |
Action in the district court for St. Louis county against Luther Mendenhall, as receiver of Duluth Street Railway Company and individually, and another to recover possession of copper wire. The case was tried before Dibell, J., who found that plaintiff was entitled to 18,394 feet of the wire, and defendants to 13,029 feet. From an order denying a motion for a new trial, plaintiff appealed. Affirmed.
Sale of Feed Wire -- Possession -- Vendor's Lien.
Defendant Duluth Street-Railway Company purchased and strung along the line of the Motor Line Improvement Company's street railway, in the city of Duluth, a large quantity of feed wire, under an agreement that the latter company would repay to defendant the purchase price thereof. The motor company never paid for such wire, and the indebtedness therefor was assigned and transferred to defendant Mendenhall. In this action, one in claim and delivery for the possession of the wire, brought by plaintiff, successor to all the rights of the motor company, it is held that the findings of the trial court to the effect that the wire in question was furnished by the street-railway company under an agreement with the motor company that the former should retain a lien thereon for the purchase price, and retain and hold possession and control thereof until the same was paid; that defendant at all times did retain possession and control of the wire sufficient to support and sustain the lien; and that the particular wire in question in this action was not in issue nor involved in an action by plaintiff against these defendants to foreclose a trust deed executed prior to this transaction by the motor company upon its line of railway nor in an action between the same parties to determine the adverse claims to such line of railway, -- are sustained by the evidence.
Vendor's Lien -- Judgment on Promissory Note for Price.
A vendor's lien for the purchase price of personal property is not lost nor waived by the acceptance by the holder thereof of the promissory note of the debtor for the amount of the debt, nor by subsequently bringing action on such note, and obtaining judgment thereon.
Vendor's Lien.
Such lien survives and continues, notwithstanding the acceptance of the promissory note, and the recovery of the judgment thereon, so long as the debt remains unpaid, and the lien claimant retains the possession and control of the property against which it exists.
Assignment -- Liens.
An assignment and transfer of a debt carries with it all liens and securities for its payment. No separate assignment of the lien or security is necessary.
Possession by Lien Claimant.
In cases where the retention of the possession of personal property is essential to the preservation of a lien thereon for the purchase price, continued actual physical possession is not necessary; it is sufficient in such case if the lien claimant retains such possession as will preserve in him the actual control of the property. property.
Jacques & Hudson and John G. Williams, for appellant.
The sale of the wire by the street-railway company to the motorline company was absolute, and delivery of possession complete at the time of sale. If a lien for the price was reserved, it was thereafter lost and waived by the dealings of the parties. Combs v. Tuchelt, 24 Minn. 423; Johnson v. Smith, 30 Tenn. 397. The decree in the foreclosure action is a bar to defendant's claim. The decree in the action to determine adverse claims is conclusive against defendants. Doyle v. Hallam, 21 Minn. 515; Bazille v. Murray, 40 Minn. 48; Merchants Nat. Bank v. Stanton, 55 Minn. 211.
H. B Fryberger, for respondent.
The right to the wire reserved by the street-railway company could not be cut off by the mortgage or by foreclosure or by the action to determine adverse claims. See Prouty v. Barlow, 74 Minn. 130. There is no evidence that anything was said as to time of payment or credit, and therefore the presumption is that the transaction was for cash. Globe M. Co. v. Minneapolis Ele. Co., 44 Minn. 153, 156; Sanborn v. Shipherd, 59 Minn. 144. So long as physical possession is held, the vendor's lien is protected, though there has been delivery sufficient to satisfy the statute of frauds. Holly Mnfg. Co. v. New Chester W. Co., 48 F. 879; Globe M. Co. v. Minneapolis Ele. Co., supra; 21 Am. & Eng. Enc. 608; 1 Benjamin, Sales, § 735; 2 Schouler, Pers. Prop. §§ 552, 557; Townsend v. Hargraves, 118 Mass. 325, 333; S.W. v. Stanard, 44 Mo. 71, 79; Heinz v. Railroad, 82 Mo. 233; Muller v. Pondir, 55 N.Y. 325, 337; Snee v. Prescot, 1 Atk. 245; 2 Kent, Com. 541; White v. Welsh, 38 Pa. St. 396; 1 Jones, Liens, § 808; Thompson v. Baltimore, 28 Md. 396.
The wire when strung on the poles was personal property. Keasbey, Elec. Wires (2d Ed.) § 277; Merchants Nat. Bank v. Stanton, 55 Minn. 211; Farmers L. & T. Co. v. Minneapolis E. & M. Works, 35 Minn. 543, 548; Wolford v. Baxter, 33 Minn. 12; Shapira v. Barney, 30 Minn. 59; Stout v. Stoppel, 30 Minn. 56; Ingalls v. St. Paul, M. & M. Ry. Co., 39 Minn. 479; Little v. Willford, 31 Minn. 173; Pioneer S. & L. Co. v. Fuller, 57 Minn. 60; N.W. Mut. L. Ins. Co. v. George, 77 Minn. 319; U.S. v. New Orleans R., 12 Wall. 362; Fosdick v. Schall, 99 U.S. 235; Porter v. Pittsburg B.S. Co., 122 U.S. 267. Possession of personal property either by oneself or agent is notice of the rights of the party therein. Prouty v. Barlow, supra; Groff v. State Bank of Minneapolis, 50 Minn. 234; Conrad v. Fisher, 37 Mo.App. 352; General v. Transit, 57 N.J.Eq. 460; N.W. Mut. L. Ins. Co. v. George, supra; German v. Weber, 16 Wash. 95; Farnsworth v. Western, 6 N.Y.S. 735; Tifft v. Horton, 53 N.Y. 377. By the foreclosure of the mortgage the purchaser at the sale stood in no better position than the mortgagee. Vail v. Weaver, 132 Pa. St. 363; U.S. v. New Orleans R., supra. A junior incumbrancer by foreclosure of his lien cannot cut out a superior lien. 2 Jones, Mort. §§ 1439-1445. Such superior lien claimant is a proper party to the foreclosure suit, but is not a necessary party. Banning v. Bradford, 21 Minn. 308; Foster v. Johnson, 44 Minn. 290. Purchasers at execution or mortgage sale acquire only the rights which the judgment debtor had, hence they cannot claim articles annexed to realty as against one claiming under an agreement for the right of removal. Vail v. Weaver, supra; 13 Am. & Eng. Enc. 633; Miller v. Wilson, 71 Iowa 610; Haven v. Emery, 33 N.H. 66; German v. Weber, supra; Tifft v. Horton, supra; Campbell v. Roddy, 44 N.J.Eq. 244; Manwaring v. Jenison, 61 Mich. 117. See G.S. 1894, §§ 5458, 5817.
The assignment of the debt by the street-railway company to Mendenhall did not waive the lien. The security being a mere incident of the principal debt, an assignment of the debt passes either a legal or equitable interest in the pledge, unless it is otherwise agreed. 18 Am. & Eng. Enc. 663; Jones, Pledges, § 418, note; Kinney v. Duluth Ore Co., 58 Minn. 455, 458; N.W. Mut. L. Ins. Co. v. George, supra; Schlieman v. Bowlin, 36 Minn. 198; Colebrooke, Col. Sec. §§ 162, 542n; Lawson, Bailm. § 57; Jones, Pledges, § 418; Edwards, Bailm. (3d Ed.) § 318.
A lien or right to the wire was reserved by express agreement regardless of the question of possession, which is held to be valid. 1 Jones, Liens (2d Ed.) § 816; Bunn v. Valley, 51 Wis. 376; Sawyer v. Fisher, 32 Me. 28, 30; Gregory v. Morris, 96 U.S. 619. If a mortgagee or pledgee takes possession before any other lien attaches, his title is valid as against subsequent attachment or execution creditors, although the mortgage was not filed nor the chattels delivered when the contract of pledge was made. Prouty v. Barlow, supra; Ellingboe v. Brakken, 36 Minn. 156; Howe v. Cochran, 47 Minn. 403; Clark v. B.B. Richards L. Co., 68 Minn. 282, 288. Mendenhall, who was the successor to the street railway, knew the agreement relative to holding the wire until it was paid for. He was in possession and had the right to hold it until he was paid according to agreement. See also as to what is sufficient delivery: Lathrop v. Clayton, 45 Minn. 124; Knoblauch v. Kronschnabel, 18 Minn. 272 (300). The transfer of possession necessary to a valid pledge does not require manual delivery. No formal delivery is required. Combs v. Tuchelt, 24 Minn. 423, 426. Taking a negotiable demand note for the price does not waive the vendor's lien. 1 Jones, Liens (2d Ed.) § 854; Clark v. Draper, 19 N.H. 419; Washington S. Co. v. Burdick, 60 Minn. 270; Geib v. Reynolds, 35 Minn. 331; 21 Am. & Eng. Enc. 607. Nor is the lien waived by obtaining judgment on the debt, nor by partial satisfaction on execution. Jones, Pledges, § 591; 16 Enc. Pl. & Pr. 636; Lawson, Bailm. § 59; Colebrooke, Col. Sec. (2d Ed.) § 105; Edwards, Bailm. (3d Ed.) § 318; Conrad v. Fisher, 37 Mo.App. 352.
This action is one in claim and delivery for a quantity of copper wire. It was brought to recover the possession of 31,423 feet of such wire, but only 13,029 feet are in dispute. Defendants had judgment therefor in the court below, and plaintiff appeals from an order denying a new trial.
The cause was tried below without a jury, but the trial court made no specific findings of fact, and only found the ultimate fact that defendants were entitled to the possession of the wire. Nor was any request made for specific findings. So if the evidence, upon any theory consistent with legal principles, will sustain the ultimate fact so found, the order appealed from must be affirmed.
The principal facts in the case, as we gather them from the evidence and concessions in the briefs of counsel, are about...
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