Central GMC, Inc. v. Helms

²⁶⁸ SMITH, Judge. We shall here hold that appellant, Central GMC, Inc., did not hold a garageman’s lien on a garbage truck at the time it made sale of that truck under its purported lien. Hence, the trial judge properly entered judgment for appellee, Roy S. Helms, on his suit against Central for conversion of his truck. I The facts are basically undisputed.

In September 1978 Helms entered into a contract to purchase a used Kenworth garbage truck from Sanitation Specialists Company, Inc. The purchase price was $15,000. This sum was paid by Helms in September or October 1978. 1 At the time of the contract it was understood by both parties that the truck was to be tuned up or repaired prior to Helms’ taking possession of it. In October 1978 Sanitation delivered the truck to Central GMC for the necessary repairs. Nathiel Smith, president of Sanitation, explained that Central “did a tune-up and the truck failed before it got to Annapolis, Maryland.

Had to be retowed to Central Motors.” Ultimately, there was a complete engine overhaul at a cost of $7,042.36. The truck was re-delivered to Sanitation who delivered it to Helms in December 1978. At that time, Helms noted that further repairs were necessary. Sanitation re-delivered the vehicle to Central for those repairs.

They were completed in January 1979 at a cost of $2,464.79. These bills have not been paid. Smith indicated that prior to this incident he had done business with Central to the extent of “[m]any, many millions of dollars worth. Many millions,” that he “had done business with Central GMC since they had been in business and before that with Eddie ²⁶⁹ Cannon and Harold Hurwitz’ father,” a period covering “[m]ore than 20 [years].” Smith said that he “talked to Harold Hurwitz down there,” stating: “He was the gentleman we felt was mostly—as I said, we did millions of dollars with him and the problem was, the transmission never worked.

If it was there I was not going to pay for something that was not operating. Mr. Helms called me and told [me] he couldn’t get the truck to work. So I would be very foolish to pay them for something that wasn’t working.” Smith indicated it was his intention to resolve the matter. On January 12, 1979, Helms accepted delivery of the vehicle from Sanitation.

At that time he received a bill of sale and a Maryland certificate of title. He obtained a Virginia title. Shortly thereafter Helms began experiencing problems with the truck and so notified Sanitation. Sanitation directed Helms to have the vehicle repaired at Blue Ridge Kenworth, Inc., located in Washington County, Virginia.

Difficulties with the truck persisted. On February 19, 1979, Helms towed the vehicle to Blue Ridge Kenworth. It never again was in his physical control. In July 1979 Central learned of the fact that the vehicle was on the premises of Blue Ridge Kenworth.

Central took possession of it. It notified Helms and Sanitation of the repossession and of its intention to dispose of the vehicle at public auction to satisfy its alleged garageman’s lien. Helms and Sanitation each protested the proposed sale. In fact, Helms’ attorney said, “We are today filing appropriate action in the Circuit Court of Smyth County against your company for the removal of Mr. Helms’ vehicle and against Sanitation Specialist Company, Inc., for damages and recision of the purchase price.” The sale was conducted on August 20, 1979.

Helms did in fact institute suit in Smyth County against Sanitation, Blue Ridge, and Central GMC. In due season a non-suit was entered, upon motion of Helms, against Cen ²⁷⁰ tral GMC and Blue Ridge Kenworth. The suit against Sanitation was based upon breach of warranty. Ultimately, a settlement was effected by which Sanitation paid Helms $15,000.00.

Pursuant to agreement between Helms and Sanitation, the judge of the Circuit Court of Smyth County entered an order dismissing the action “with prejudice, but without prejudice as concerns any suit of Roy S. Helms or Sanitation Specialists Company, Inc. against Central GMC, Inc.” Helms and Sanitation instituted a suit against Central GMC, Inc., in the Circuit Court for Montgomery County. This later was transferred to the Circuit Court for Prince George’s County. In count one Helms sought judgment “in the amount of $16,400.00 compensatory damages, plus $50,-000.00 punitive damages, plus interest and costs from July 5, 1979,” against Central GMC for having “wrongfully and without just cause or excuse removed the vehicle of the Plaintiff from the Commonwealth of Virginia on or about July 5, 1979,” and then, “[djespite notification from Plaintiff’s attorney to Defendant regarding the wrongful repossession,” having “wilfully, wantonly and maliciously sold said vehicle in violation of Plaintiff’s unencumbered title thereto and wrongfully converted the proceeds of the sale to its own use.” In the second count Sanitation sought contribution or indemnification from Central GMC. The matter came on for trial without a jury.

On the first count the trial judge entered judgment in favor of Helms against Central GMC in the amount of $15,000.00 compensatory damages. On the second count judgment for costs was entered in favor of Central GMC. Central GMC entered an appeal to the Court of Special Appeals. We issued a writ of certiorari, 302 Md. 239 , 486 A.2d 1196 , on our own motion prior to argument in the intermediate appellate court.

II We summarize Central’s contentions: Helms’ relationship to the garbage truck at the time Central’s lien attached to it ²⁷¹ was such that Central GMC’s surrender of the truck did not discharge the lien as to Helms. In this regard it is first argued that Helms was the owner of the truck within the meaning of the Maryland mechanics’ lien law at the time the lien attached. Then, it is contended that even if Helms was not the owner he had notice of the lien at the time of its creation. Central GMC also claims that it is entitled to a pro tanto credit against the judgment in the amount of the settlement previously reached between Helms and Sanitation Specialists.

It bases this contention upon the Uniform Contribution Among Tort-Feasors Act, Maryland Code (1957) Art. 50, §§ 16-24. Finally, Central GMC contends that Helms’ failure to avail himself of the statutory remedies provided by the mechanics’ lien law bars his right to recover in this action. We shall discuss the points seriatim. Ill This controversy arises under Code (1975) §§ 16-201 to -209, Commercial Law Article.

Section 16-202(c) states in pertinent part: “Any person who, with the consent of the owner, has custody of a motor vehicle and who, at the request of the owner, provides a service to or materials for the motor vehicle, has a lien on the motor vehicle for any charge incurred for any: “(1) Repair or rebuilding; “(2) ... “(3) ,...” 2 Section 16-203 provides that the lienor may retain possession of the property subject to the lien until the charges ²⁷² which give rise to the lien are paid or the lien is otherwise discharged in accordance with the Commercial Law Article. Pertinent to this case is § 16-204 which states: “Surrender or delivery of the property subject to the lien discharges that lien against a third person who is without notice of the lien, but does not discharge the lien against the owner or against a third party who has notice of the lien.” As we have indicated, Central would have us hold that Helms was the owner of the vehicle at the time the garbage truck was delivered to Central for repairs. Hence, by its theory, the surrender of possession did not discharge the lien. In this regard Central GMC seizes upon the language of Code (1977) § 11-143, Transportation Article, defining owner as, among other things, “a person who has the property in or title to the vehicle,....” arguing that Helms had “property in” the garbage truck in question.

What it overlooks is that Code (1977) § 11-101, Transportation Article, relative to definitions, states, “In the Maryland Vehicle Law, the following words have the meanings indicated, unless the context requires otherwise.” This controversy does not involve “Maryland Vehicle Law” which embraces Titles 11-27, Transportation Article. Hence, the definition in the Transportation Article is not applicable. In this case the trial judge said: “I am persuaded by a preponderance of the evidence that the parties’ agreement did not include a change of ownership until title passed, and the title passed in January. That Mr. Helms never had any notice, actual or constructive, that there is a repair bill that was unpaid.” In Govm’t Employees Ins. v. Coppage, 240 Md. 17 , 212 A.2d 523 (1965), Judge Oppenheimer said for the Court: “The Uniform Sales Act in effect at the time of the transaction here involved, Code (1957), Art. 83, § 36, provided in part as follows: ²⁷³ ‘1) Where there is a contract to sell specific or ascertained goods, the property in them is transferred to the buyer at such time as the parties to the contract intend it to be transferred.’ “Under the Act, as at common law, it is the expressed intention of the parties as to when title is to be transferred which governs.

Syriani v. Gebhart, 195 Md. 69, 77 , 72 A.2d 766 (1950). See also Agri Mfg. Co. v. Atlantic Fer. Co., 129 Md. 42, 48 , 98 Atl. 365 (1916); Williston on Sales rev. ed., § 410; Corbin on Contracts, § 30.” 240 Md. at 22 , 212 A.2d at 526 .

The term “goods” is defined in Code (1975) § 2-105(1), Commercial Law Article, as meaning “all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price