Edwards v. Wisconsin Investment Co.

SiebecKee,- J. The question at issue between the parties is whether the bill of sale transferring “a complete sawmill, consisting of” specified parts and articles designated, “together with all equipments and everything pertaining thereto •or in any way connected therewith,” includes the articles described as a bull chain and the accompanying belts and gearing. The bill of sale contained the provision that: “This sale is by virtue of a certain chattel mortgage, a copy of which is hereto attached, and said sale is made in accordance with said mortgage, which mortgage is on file in the office of the city clerk of the city of Ashland, Wisconsin, and covers the property which is sold or evidenced by this bill of sale.” It appears that the description in the bill of sale, besides including the parts of the sawmill covered by the chattel mortgage, may, if such be shown to have been the intention of the parties, include the bull chain and attachments which were •connected with and used as part of the sawmill after the mortgage had been given but before the bill of sale had been executed. The court ruled that the provision of the bill of sale referring to the chattel mortgage operated as a limitation upon the prior provision, and limited the property actually sold to such articles as were covered by the chattel mortgage. We think this view conflicts with the intent of the parties as •expressed in the instrument. The rule is that the provisions ■ of an instrument transferring property must be construed most strongly against the vendor. If we give to the language ■of the provision describing the property conveyed its natural and ordinary significance, ^and seek to give the chattel mortgage clause a reasonable meaning in harmony with it, we are led to the conclusion that the property conveyed by the bill of [319] sale was not restricted to that which defendant might acquire under the mortgage. The reference to the chattel mortgage was evidently calculated to assure the vendee that the vendor had good title to all the property sold. This leads us to the first inquiry suggested: Does the property described include the bull chain and attachments ? The description of the property sold, besides enumerating some of the articles as parts of the sawmill, uses the language, “A complete sawmill,” consisting of the specified articles, “together with all the equipments and everything pertaining thereto or in any way connected therewith” and located on the premises. We cannot determine, without the aid of extrinsic evidence, whether the bull chain and attachments were or were not a part of the “complete sawmill,” or whether it was intended to include them in the description, “all the equipments and everything pertaining thereto or in any way connected therewith.” The rule is well established that if terms are used in a transfer of personal property which show on 'their face that reference must be made to extrinsic facts to ascertain the intent of the parties, then such terms may be explained, or the property identified, by parol proof of the surrounding facts and circumstances. Ganson v. Madigan, 9 Wis. 146 ; Weber v. Illing, 66 Wis. 79, 27 N. W. 834; Smith v. Coleman, 77 Wis. 343, 46 N. W. 664; Rib River L. Co. v. Ogilvie, 113 Wis. 482, 89 N. W. 483; Excelsior W. M. Co. v. Messinger, 116 Wis. 549, 93 N. W. 459. It is therefore necessary to resort to the facts of and the circumstances surrounding the transaction to determine the dispute between the parties. By the Court. — The judgment of the circuit court is reversed, and the cause is remanded for a new trial.