Enlow v. Klein ( 1875 )

Mr. Justice Woodward

delivered the opinion of the court, January 6th 1876.

While the agreement between Enlow, the plaintiff below, and Casper L. Moritz was in some respects awkwardly expressed, it can scarcely be treated as obscure. Enlow was to “ furnish a team of horses or mules, wagons, gears, &c., necessary for country peddling,” for which Moritz was to pay five dollars weekly unt 1 two hundred such payments should be made. Meantime the property was to “ belong to and be managed by Enlow.” It was then agreed that upon the receipt of the last of the weekly payments, Enlow should relinquish to Moritz his title to the property. On the part of the defendant below, it is insisted that the contract between these parties was a conditional sale, and not a bailment. And it is claimed that the question here is distinguishable from that presented in Rowe v. Sharpe, 1 P. F. Smith 26, because there the original owner had leased the property in terms, while in this case the agreement was to “ furnish” only; and because there the contract embraced a provision for the re-taking of possession by the owner, and a stipulation for the surrender of the property by the lessee, neither of which is contained in this agreement. ■

In the construction of this contract, as of all others, the intention of the parties is to be gathered from all its provisions. The use of such a word as “furnish,” vague as it is in its signification, would leave the clause in which it occurs of ambiguous import if there were nothing beside to indicate the sense in which it was employed. It might imply a sale, a lease, a loan, a gift or a delivery of a chattel in payment of a debt, in accordance with its context and its subject-matter. As used here, it was the manifest intention of Enlow to place certain personal property belonging to him in the possession of Moritz, for the use of which weekly payments were to be made by the latter, and the ownership of which was to vest in him when, and only when, those weekly payments should have been made two hundred times. And it was the manifest intention of Moritz to receive the possession of the property on these precise conditions. The stipulation was expressed that until the payment of the last instalment, the team, wagon and fixtures were to “ belong to and be managed by Enlow,” and then, and not till then, his ownership was to be relinquished. No present interest was created in Moritz by this agreement so as to make the property subject in his hands to the claims of execution-creditors. This is not such a case as that of Martin v. Mathiot, 14 S. & R. 214, where possession was delivered to the vendee in pursuance of a sale actually made, with the condition added that the title to the chattels sold should remain in the vendor until the purchase-money should be paid. It is a case governed rather by the principle in accordance with which Rose v. Story, 1 Barr 190, was ruled, that “ where by a contract the vendee receives a chattel which he is to keep for a certain period, and if in that time he pays for it the stipulated price, he is to become the owner, but if he does not pay the price, he is to pay for its use, the vendee receives it as bailee, and the right of property is not changed until the price is paid.” This was the precise point decided in Clark v. Jack, 7 W. & S. 375, and the same principle has been recognised and enforced in the construction of contracts containing almost an infinite variety of phraseology, in a long line of authorities, embracing McCullough v. Porter, 4 W. & S. 177; Lehigh Co. v. Field, 8 Id. 232; Rowe v. Sharpe, supra ; Henry v. Patterson, 7 P. F. Smith 346, and Becker v. Smith; 9 Id. 469.

The failure in the agreement to give to Enlow express power to regain possession of the property, only left him to his adequate legal remedies; and a stipulation on the part of Moritz to .surrender such possession would have had the effect neither to help nor hinder Enlow in the assertion and enforcement of his rights.

Judgment affirmed.