Union Mattress Machinery Co. v. Jachnovitz

Opinion by Orlady, J., The plaintiff issued a writ of replevin for a mattress filling and sewing machin'e with table, and alleges in its statement of claim that these articles had been leased under an agreement in writing, the terms of which had [648] been breached by the defendants, by reason of which the plaintiff was entitled to resume their possession. No facts are in dispute, and the only question is whether the written agreement under which the articles in question were delivered to the defendants constituted a bailment or a conditional sale. The trial judge interpreted the writing as providing for a sale upon condition, that it was to be paid for as provided by sec. 5 of the agreement, which is as follows: “That the parties of the second part (the defendant) shall pay to the first party (plaintiff), or order, the sum of $1,000, in installments in advance, as follows: $200 upon receipt of the machines, and $25.00 each and every month thereafter until the expiration of this lease, and until the machines are paid for as herein specified,” and directed the jury to render a verdict in favor of the defendants. The fifth paragraph in the agreement does not necessarily determine the tenor of the instrument. It is to be considered in connection with the other provisions,' and is to be construed as a whole to determine the will of the parties as expressed by the writing. They call it a lease in terms, by which the first party grants to the second party, “license to use a patented machine then owned by the first party” for a definite period, two years from December 14, 1910. The defendants agree to furnish an expert workman to learn all points pertaining to the machine, under the charge of the person installing the machine and to keep it in repair, except for ordinary wear and tear, and at the expiration of the lease to deliver the machine to the company. They further agree to pay the installment of $25.00 each month “-until the expiration of this lease” and if they do not pay the whole or any portion of the rent or violate any other covenant the plaintiff company “may at its election either distrain for said rent due or declare this lease at an end.” By apt words the parties provided for a mere license to use the machine for a definite period upon specific [649] terms. No title passed at the time the machines were placed in the possession of the defendant, and there is no provision that they may become the owners of the machines after paying the installments or rent, as is usual in the case of bailment of this character. As was said in Crist v. Kleber, 79 Pa. 290, possession under a mere bailment for hire is not a constructive fraud; otherwise much of the business of men would be ended, and the poorer the bailee the less would be his ability to hire the use of property needful to him. Which has been quoted with approval in American Car & Foundry Company v. Altoona, etc., R. R. Co., 218 Pa. 519; Jones v. Wands, 1 Pa. Superior Ct. 269; National Cash Register Co. v. Shurber, 41 Pa. Superior Ct. 187. In Kelly Springfield Road Roller Co. v. Schlimme, 220 Pa. 413, it was said: The lease or bailment was to preserve the ownership of the bailor until the full consideration money was paid. The plaintiff company did not intend the title to the machines to pass from it until that event had occurred, and, under our decisions, the contract entered into by the parties was legitimate and legal for that purpose. The plaintiff could enforce the payment of the several installments as they severally became due by an action at law. This would be in affirmance of the contract and would give the plaintiff the right to retain the possession of the machines. If, however, the plaintiff company desired to rescind the contract and repossess itself of the machines, it was fully authorized to do so by the terms of the agreement, on a breach thereof by the defendant failing to make any one or all of the payments as stipulated in the contract. The question involved in this case was fully considered and disposed of in Auto Co. v. DeHaven, 53 Pa. Superior Ct. 344, and we feel that the court below erred in holding the writing to be a conditional sale; the alleged modification of its terms did not in any way change its character. See Goss Printing Press Co. v. Jordan, 171 Pa. 474. [650] For the reasons herein given the judgment is reversed, the record to be remitted to the court below and there judgment to be entered in favor of the plaintiff for the value of the machines as agreed upon, to wit: $800.