Brunswick & Balke Co. v. Hoover , 95 Pa. 508 ( 1880 )

Mr. Justice Paxson

delivered the opinion of the court,

In the recent case of Stadtfeld v. Huntsman, 11 Norris 53, we endeavored to point out with some care the distinction between a conditional sale and a bailment, and the line of cases commencing with Clow v. Woods, 5 S. & R. 275, and ending with Enlow v. Klein, 29 P. F. Smith 488, was considered and commented upon. We need not repeat what was there said.

The case in hand comes precisely within the ruling of Stadtfeld v. Huntsman. The transaction was a conditional sale. The attempt to disguise it under the cloak of a bailment was too clumsy to have the merit of being clever. The contract of January 28th 1878 was a sale of the billiard tables upon a credit, with a stipulation that payment should be secured by a lease of the tables and an insurance thereon. When the tables were delivered the subsequent agreement of 22d of February 1878 was executed. This paper is in form a lease, and it was not denied that it was executed in pursuance of and in strict compliance with the contract' of sale of the preceding January. The feeble attempt to prove that the tables were delivered under the lease and not under the contract, will not avail, for the reason, among others, that the two papers must be regarded as one transaction. Taken together they amount to a sale of the billiard tables upon credit accompanied with a lease thereof as a security for the payment of the price. Such a contract, while good between the parties, will not keep creditors at bay. It is worthless as to them. There is no principle of law better settled in Pennsylvania than that a sale and delivery of personal property, with an agreement that the ownership shall remain in the vendor until the purchase-money is paid, enables creditors of the vendee to seize and sell the. same for the payment of his debts. ’ It would be a needless labor to cite the numerous cases in which this doctrine has been asserted.

It was urged, however, that the case in hand is upon all fours with Rowe v. Sharp, 1 P. F. Smith 27, and that we cannot affirm this judgment without overruling that case. Rowe v. Sharp, like Enlow v. Klein, was a close ease and stands upon the border. It differs from the present one in two important particulars. While in Rowe v. Sharp there was evidence of a sale of the billiard tables by Sharp to Goff a few days prior to the lease, there was no agreement for a lease as security. And again, in Rowe v. Sharp there was an express stipulation for a return of the property at the end of the bailment. This important part of a contract of bailment is wholly omitted in the lease between the parties to this contention. The lessors may re-enter and take possession of the property upon a breach by the lessee of the covenants contained in the lease. Rut if the lessee fulfils his covenants, that is to say if he pays the several instalments as they mature, the lessors cannot reclaim the property, nor is the lessee bound to restore it after the bailment is over.

There is not a single element of a bailment in this transaction. It is immaterial what the parties call it; the law pays little heed to the label; it looks beneath and examines the nature and character of the contract between the parties.

Judgment affirmed.