Boardman v. Holmes

124 Mass. 438, 1878 Mass. LEXIS 346

• Court: Massachusetts Supreme Judicial Court
• Decided: May 25, 1878
• Status: Published

Opinion

Ehdicott, J.

It appears from the agreement of December 14, 1875, that certain engagements and pecuniary obligations had been previously entered into by the firm of James O. Safford & Co. for the benefit of the defendant, for which the firm held conveyances of real estate from other parties as security. To give the firm further security, the defendant executed the agreement of December 14, whereby he assigned to the claimant, a member of the firm, certain personal property, notes, drafts and accounts, and also all claims for loss on all policies of insurance on the property, with the agreement to make the same payable to him. Any balance remaining in the hands of the claimant, after settling in full all indebtedness of the defendant to the firm, was to be paid over to the defendant. The policies were not then assigned or made payable to the claimant.

On April 14, 1876, there was a fire in the defendant’s factory, and a loss occurred. On the 17th, the defendant executed a general assignment to the claimant of all policies in force on the property at the time of the loss, enumerating them, with authority to collect the same, and, after satisfying all claims of the firm, “by reason of any and all pecuniary obligations under which the firm now is,” to account for the balance to the defendant. On the same day, the defendant indorsed and signed on the several policies the following assignment: “ Pay all claims under this policy to James O. Safford, value received.”

The defendant at this time was largely indebted to the firm, by reason of the transactions referred to in the agreement of December 14; and a portion of the debt consisted of drafts accepted by the firm for the accommodation of the defendant, then outstanding in the hands of third persons, and upon which the firm was liable. And the plaintiff contends that the claimant oan hold the amounts collected on the policies only for the purpose of indemnifying the firm for these pecuniary liabilities, and not for the general debt of the defendant; in other words, that the general assignment of the policies on April 17 is limited to secure only the pecuniary obligations of the firm, and that the special assignment on each policy, made at the same time, is to be construed in connection with the terms of the general assignment.

But, in determining the effect to be given to the absolute assignment on the policies, we must look to the whole transaction between the parties. The assignments made afW the fire do not represent a separate and independent transaction, and are not to be construed by themselves alone; they were obviously made in pursuance of and for the purpose of perfecting and completing the original agreement of December 14, and are to be construed in connection with it. Even if the general assignment of the policies limits the application of the proceeds, as the plaintiff contends, the special assignment on each policy contains no such limitation, but is absolute in its terms. It is not inconsistent, but is strictly in accordance, with the stipulations of the original agreement, and is not to be restricted in its meaning by the language of the general assignment.

We are therefore of opinion that the ruling of the presiding judge was right, and that the claimant is entitled to hold the policies assigned to him as security for the whole amount due on all accounts from the defendant to the firm.

Exceptions overruled.