Moors v. Jagode

Opinion by

Mb. Justice Mitchell,

The wool which is the subject of this suit was imported by the Keen-Sutterle Company which bought on a letter of credit from plaintiffs and in accordance with previous agreement the sellers of the wool drew a draft upon the London correspondents of the plaintiffs, and sent it with a bill of lading and invoice to plaintiffs in advance of the arrival of the wool in this country. Plaintiffs then indorsed the bill of lading and sent it to the Keen-Sutterle Company, getting in return what is called by the parties a “ trust receipt,” by which the Keen-Sutterle Company agreed to receive and hold the wool as agents of the plaintiffs, to store it in plaintiffs’ name and deliver warehouse receipts, etc., with power, however, to sell and transmit the “identical proceeds ” to plaintiffs.

This is as far as it is necessary to go into particulars, and down to this point it may be taken as conceded that plaintiffs’ title was complete and .invulnerable. Subsequently, however, the Keen-Sutterle Company delivered the wool to defendant, upon advances, in regular course of business and without knowledge on the defendant’s part or anything to put him on notice of plaintiffs’ title. Neither party being in any-fault, the superiority of right must be determined by the strict legal title.

This depends, as the learned referee correctly held, on the decisive question whether the wool was in fact “stored” with a warehouseman so as to bring the title of the holder, of a receipt within the protection of the Act of September 24,1866, P. L. (1867) 1363. This act is in derogation of the common law, and establishes an exception to the general course of business which is conducted on the presumption that title to personal property accompanies possession. To bring a case within the exception, therefore, all the requisites of the statute must be shown to exist. We had occasion to consider the act in Bank v. Jagode, 186 Pa. 656, and it was there held that the receipt must be one issued by a bona fide warehouseman, and the mere holding himself out to the world or general repute is not sufficient if he is not such in fact.

In the present case the referee reviewed the evidence and found the facts with great care and clearness and appellants’ elaborate and ingenious argument has not shaken his conclusion. The Keen-Sutterle Company delivered to the plaintiffs certain receipts admitted to be in due form, purporting to be warehouse receipts by the F. W. Sutterle storage warehouse. The history of this warehouse was as follows: F. W. Sutterle who was the president of the Keen-Sutterle Company became the owner of several adjoining houses, and converted them into a warehouse with offices on one front. Some of these offices were rented to third parties, but with these exceptions the whole premises were used as offices and storehouse of the Keen-Sutterle Company as importers and dealers in wool, skins, etc. After four or five years of business in this way the company finding that they had room to spare, offered storage facilities to others, at first in their own name, but shortly after, in the name of the F. W. Sutterle storage warehouse, and did considerable business with outside parties in this manner. But with respect to the storage of the Keen-Sutterle Company’s goods there was no material change in the methods previously pursued. All the warehouse employees were on the pay roll of the company, were treated as subject to its orders, and the' course of dealing showed a constant intermingling of the business of the two concerns, if indeed they should not be more properly called one joint concern. In Bank v. Jagode, 186 Pa. 556, already cited, it was held that a warehouseman within the contemplation of the statute must be another than the owner of the goods, and in this requisite the present case entirely fails. On the facts found by the referee it is clear that whatever might be its character in regard to goods deposited for storage by third parties, so far as regards goods belonging to or deposited by the Keen-Sutterle Company, the F. W. Sutterle storage warehouse was not a warehouse at all within the act.

But there is a still further defect in plaintiffs’ title. The wool was not deposited by them or in their name. When it arrived it was received by the Keen-Sutterle' Company from the ship, by virtue of their possession of the bill of lading, and the referee reports that “ the undisputed evidence shows, and it is found as a fact, that these goods were brought to the warehouse by the Keen-Sutterle Company, who had been intrusted by J. B. Moors & Company with the bill of lading. That when brought to the warehouse the wool was placed therein as the goods of the Keen-Sutterle Company, entered not on any books kept in the warehouse by Belsterling, the foreman, as ‘stored’ goods, but entered in the receiving book of the Keen-Sutterle Company kept by Belsterling, the employee of that company, to represent merchandise on hand in the store, over which the company, as owner, had full and free control, and which, in fact, was subsequently delivered from the store to the defendants without any knowledge upon the part of those in charge of the warehouse that they were charged with any duty of restraining the Keen-Sutterle Company from their accustomed freedom of action in procuring the unrestrained delivery of the goods as the convenience of the business required.” This finding which is amply sustained by the evidence is conclusive of the case. The fact that the action of the Keen-Sutterle, Company was not only a breach of duty, but an actual fraud upon their principals, the plaintiffs, does not help the latter. They must recover if at all on a complete and perfected title in fact, under the requirements of the statute. This the learned referee correctly found that they had not established.

Judgment affirmed.