Charles M. Stieff, Inc. v. Wilson

⁵⁹⁹ Bond, C. J., delivered the opinion of the Gourt. This appeal brings np for review a ruling that when, after the conditional sale of a chattel, but before the recording of the contract of sale as required by statute, the vendee wrongfully delivers the chattel to one to whom he had previously sold a chattel of that nature for future delivery, and by whom he had previously been paid in full, the first vendor, notwithstanding reservations of title in the contract, is not entitled to take the property from the possession of the second vendee, who has no notice of the previous conditional sale. One Guise, described as “in business for himself,” in December, 1924, sold a Ilannaman piano to Mrs. William A. Parran, of Calvert County, and agreed to deliver it in June, 1925, to Mrs. Parran’s daughter, now Mrs. Wilson, who was to be married in that month. The full purchase price was paid by Mrs. Parran to Guise in December, 1924.

Guise appears to have had no piano to deliver, and with one excuse and another put off delivery from June, 1925, to December, 1925, when, upon making a small initial payment, he bought a Lindeman piano from the appellee, Charles M. Stieff, Inc., upon a written contract of conditional sale, by which Stieff, Inc., reserved title until the full purchase price should be paid, and reserved a right to resume possession upon violation of other conditions of the sale. Guise, in violation of these conditions, but before the contract of sale was recorded, delivered the piano so obtained to Mrs. Wilson, in fulfillment of his previous contract with Mrs. Parran, and it was accepted as a fulfillment of that previous contract. Stieff, Inc., upon learning of this disposal of the piano, took possession of it by replevin. But neither Mrs. Parran nor Mrs. Wilson had any actual notice of the sale upon condition, and they claimed property in the piano.

The trial court, in rejecting four prayers offered by the plaintiff, declined to rule that the plaintiff in the replevin suit had title and a right to resume possession; and an exception was taken to the ruling. Verdict was rendered and judgment entered for the defendant. By the provisions of the more recent Sales Act (Code of ⁶⁰⁰ Pub. Gen.

Laws, art. 83, secs. 41, 44 and 45), as well as under previous decisions of this court (Praeger v. Implement Co., 122 Md. 303, 308), such a conditional sale is valid and binding on the vendee and others who have notice of it. But it is provided by section 55 of article 21 of the Code, that with respect to the seller’s reservation of title until payment in whole or in part, and other conditions attached to the transfer of title, the contract shall, when possession is to be delivered to the vendee, “be void as to third persons without notice until such * * * contract be in writing, signed by the vendee, and be recorded in the clerk’s office of Baltimore City, or the counties, as the case may be, where bills of sale are now recorded.” And it is agreed that if the piano, bought and wrongfully delivered by Guise, had been a Hannaman piano, such as he had agreed to deliver to Mrs. Wilson, and if Mrs. Parran had made her purchase and paid the price after Guise had obtained possession from Stieff, Inc., the'title of Mrs. Wilson would not be affected by the existence of the contract for conditional sale. But it is contended that the piano delivered to Mrs. Wilson having been of a different make, and the purchase price having been paid to Guise long before he obtained the Lindeman piano from Stieff, Inc., Mrs. Wilson is not protected in her claim by the statute. The appellant urges that the broad words of the statute, “void as to third persons without notice,” must be intended to have some qualification, excluding, at least, persons without some claim of right to the property, who would not be injured by enforcement of the condition.

Kimball v. Post, 44 Wis. 471, 476 . It is a recording statute, and it is to be presumed that it does not intend any departure from the well-known American theory and purpose of recording claim to title, that is, to protect persons who might subsequently deal with the property and part with value for it without notice of the earlier conveyance. Hayes v. Richardson, 1 G. & J. 366, 384 ; General Ins. Co. v. U. S. Ins.

Co., 10 Md. 517, 524 ; 2 Pomeroy Equity Jurisp., sec. 649. And in Roberts & Co. v. Robinson, 141 Md. 37, 43 , the Court has ⁶⁰¹ said that the general terms employed indicate that the statute “was designed to safeguard the interests of all persons, acting without notice of the unrecorded contract, who would be injuriously affected if it were permitted to be enforced.” Proceeding from this principle, the appellant argues that, as Mrs. Wilson took the piano only in fulfillment of the antecedent contract and in settlement for the antecedent payment, she parted with nothing new on the faith of Guise’s apparent title to the piano., and, so, is not to be regarded as inj uriously affected by the contract of conditional sale. The argument is one that has repeatedly been