Taylor v. Boardman

25 Vt. 581

• Court: Supreme Court of Vermont
• Decided: September 15, 1853
• Status: Published

Opinion

The opinion of the court was delivered by

Bennett, J.

This is an action of trover, and the case involves the title to certain carding engines. It seems, that the engines in question, on the 25th day of July, 1845, were the property of Messrs. Essex, Hamilton, and Tanner, being then in their factory, in’Massachusetts; and that at Massachusetts, on the same day, they mortgaged them to one "William A. Gould, to secure the payment of a certain note specified in the mortgage, with a power of sale, in case of a breach of the condition of the mortgage.

Two of the mortgagors, and Gould, the mortgagee, resided in Massachusetts, at the time of the execution of the mortgage, and continued to reside there, until after there had been a foreclosure, of the mortgage; Essex, the other mortgagor, resided in Vermont. The case finds, that the mortgage was duly assigned to the plaintiff, and had been foreclosed by him, under the laws of Massachusetts, and that by the laws of that State, the title of the plaintiff became complete and absolute, and that all further right, in the mortgagors to said property thereupon ceased, and the plaintiff had the right at any time, to take possession of the property; though the case shows, that neither he or Gould ever had the actual possession of it; but still, the title of the plaintiff, under the laws of Massachusetts, was not only complete against the mortgagors; but also against their creditors and subsequent Iona fide purchasers.

The case further finds, that after the title of the plaintiff had thus become absolute, Hamilton, one of the mortgagors, without the consent or knowledge of the plaintiff, brought the property into Vermont, and sold it to one James Hicks, and Hicks sold it to the defendant; both Hicks and the defendant are to be taken -as Iona fide purchasers, and though Hamilton professed to sell the whole property, yet there is nothing to show that in so doing, he acted by the consent of the other mortgagors, unless their consent can be implied out of the transaction. The case also shows, a demand and refusal to give the property up, the defendant claiming title to it. The court below directed a verdict for the defendant; and we are to revise the correctness of that decision, upon the aforesaid facts.

It has been argued, that by the laws of Massachusetts, the title of the plaintiff was not perfect against the mortgagors, and their creditors, and Iona fide purchasers ; but this is against the express finding of the bill of exceptions, and we are bound by the facts reported.

The laws of a sister State, are to be proved as facts, and we cannot revise the finding of the County Court, upon a question of this kind, especially, unless the bill of exceptions furnish some means. No principle is better settled, than the one which restrains courts from taking judicial notice of the laws of a sister State.

It must then be taken, that so long as the property in question remained in Massachusetts, and under their law, the title of the plaintiff was complete against the mortgagors, and all persons claiming under them, whether as creditors or purchasers, and the question comes to this; can the ¡fiaintiff be defeated of his right of property, hy the wrongful act of Hamilton, in taking and bringing it into this State, and there selling it ? It is urged, that as our laws require a change in the possession of a chattel, upon a mortgage or sale, in order to protect it against creditors of the vendor, and subsequent purchasers, the title of the defendant, in this case, should prevail, though the title of the plaintiff is first in time, and complete under the laws of Massachusetts, where the contract was made, and which was the situs of the property down to the time when it was wrongfully brought by Hamilton into this State. To hold that the plaintiff is defeated of his prior title, would be somewhat severe, as he had done what was necessary, 'by the laws of Massachusetts, to perfect it. Suppose this action had been brought in the courts of Massachusetts, would it be claimed, that the plaintiff’s title had been defeated, by the tortious acts of Hamilton? The parties to this suit may have equal equities; but should not the rule apply, that where the equities are equal, the title first in time shall prevail ? It would indeed be a strange conflict of laws, if the defendant could defend successfully this suit, in the courts of this State, and if sued in Massachusetts have no such right.

It stands conceded, by the case itself, that the plaintiff’s title, by the laws of Massachusetts, is valid, as against the defendant; and it is difficult for me to see, how the laws of Vermont can empower Hamilton, by his own tortious act, to transfer that title to the defendant, or how the validity of a transfer made in one State, under its laws, can be impeached, for any purpose, by the laws of another State.

The case of French v. Hall, 9 N. H. 137, is strongly in point. Pope, a citizen of this State, sold a sulkey to the plaintiff, a citi-. zen of Keene, New Hampshire, at Keene, which he had used here, and it was known as his property. Soon after, the plaintiff in New Hampshire loaned to' the vendor, the same sulkey to come to Vermont, and it was here attached and sold, as his property, by his-, creditors; and it was claimed that it was liable to be so taken, under the laws of this State, for the want of a sufficient change in. the possession; but the court held, that the laws of Vermont could have no influence upon the plaintiff’s title, and that it must be judged of, by the laws of the place where the contract was made, and where the property was sold and delivered, and the court say, “ It would doubtless have been the same had the action been brought in Vermont.” Douglass v. Oldham, 6 N. H. 150.

, If the title of the present plaintiff was once valid, as against I creditors and purchasers, the subsequent bringing of the property i within the limits of this State cannot render it void, and especially ¡ as Hamilton was not even a bailee of it, for any such purpose; and !we apprehend it can make no difference, whether the title of the plaintiff became perfect by an absolute sale, or by a mortgage and a, subsequent foreclosure. It is a common principle, that the lex loci contractus settles the nature, validity, construction and effect of the contract; and the case itself finds, that by that law, as already I remarked, the title of the plaintiff was complete against everybody; j and why should not our courts give effect to such a title ? The ' place of the contract, was the domicil of the mortgagee, and two of the mortgagors, and the property was also there. In transferring the title .to the plaintiff, under the laws of Massachusetts, no injury was done to the citizens of this State, for the reason that no property within its jurisdiction was transferred. ■ If the engines had been within this State, at the time of making the mortgage, and had remained here up to the time of the sale to Hicks, the question would have been quite different from the one now before us. To test the plaintiff’s title, by our laws, would be to repudiate the doctrine, that the lex loci contractus, governs, as to the effect of the contract. In Thuret et al. v. Jenkins et al., 7 Martin 318, we have another case in point. A bill of .sale was executed of a New York ship, at New York, which was then at sea; the vendors and vendee being residents of New York. The ship went to New Orleans, and upon her arrival there, was attached, as the property of the vendors, by their creditors. It was a conceded point in that case, that by the laws of England, as well as the laws of New York, the title to the ship passed to the vendee eo instanti, upon the execution of the bill of sale, provided, he took possession of her within a reasonable time after she came within his reach. But, by the civil law which prevails in Louisiana, the vendee’s title would not be complete against the creditors of the vendors, until he had taken actual possession ; yet the court gave effect to the . title of the vendee, and denied the validity of the attachment. The court say, “ if two persons, in any country, choose to bargain, as to the property, which one of them has in a chattel not then within the jurisdiction of the place, they cannot expect that the rights of persons, in the country in which the chattel is, will there be permitted to be affected by their contract. But if the chattel be at sea, or in any other place, if any there be, in which the law of no particular country prevails, the bargain will have its full effect, eo instanti, as to the whole world, and the circumstance of the chattel being afterwards brought into a country, according to the laws of which, the sale would be invalid, would not affect it.” This is precisely the case now before us, and it is worthy of remark, that in the case at bar, and in the two cases cited, the same reason was urged why the sale was not complete, viz: a want of change in the possession.

The case of Norris v. Mumford, 4 Martin 20; Ramsay v. Stevenson, 5 Martin 23; and Oliver v, Townes, 14 Martin 93, stand upon the ground that the chattels were within the jurisdiction of Louisiana, when they were transferred ; and the cases, upon examination, I find, are specially put upon that ground ; yet Mr. Livimore, in his Dissertations, 220 to 223, denies the soundness of those decisions. But, I can readily see that if these engines had been in Vermont, and subject to its jurisdiction and to the claims of creditors here, and the owner had attempted in Massachusetts, to transfer a title to a citizen of that State, without changing the possession, there would be ground to claim that there was a conflict of laws, and it would be a question, which law should yield to the other. The rule in such case may probably be, that the laws where the remedy is sought, shall prevail, and if the plaintiff’s right stood upon such grounds, he might fail.

The defendant stands upon no better ground than an attaching creditor would, and a creditor residing in this State, could not call upon our courts to protect any rights, which he might have to his debtor’s property, so long as it was out of the State; and hence in the case at bar, there could be no conflict of claims. The right and title of the plaintiff is as sacred as any, which could be acquired under oúr own government, and should be respected by all civilized tribunals. It would indeed be monstrous, if the laws of Vermont should permit the property of the plaintiff, which was acquired in a sister State, and according to the laws of that State, to be seized and sold to satisfy the debt of an other, or that he should be divested of it, by a tortious sale, without law or right, though made to a bona fide purchaser.

The case of Lamb et al. v. Durant, 12 Mass, 54, and Lanfear v. Sumner, 17 Mass. 110, have been much relied upon by the defendant ; but we do not think them in point. In the case in the 12th, a moiety of a brig was owned by one Lamb and Maynard, as partners, which vessel was then at sea, on a voyage to the West Indies, under the command of Maynard, who was also consignee of the brig and cargo. While thus at sea, Lamb, in Massachusetts, executed a bill of sale, for himself and partner, of a moiety of the brig to the plaintiffs ; and after this, Maynard, at the West Indies, executed a bill of sale of a moiety to a third person, who took possession of the vessel; sent her to sea, in his own name, and caused her to be documented, in his name.

Maynard, at the time of his sale, was part owner, and the question was, which title should prevail, both being Iona fide purchasers.

The junior title prevailed upon the ground, that when a vessel at sea is sold at home the second purchaser abroad, takes her discharged of all incumbrances upon her, before notice. The first purchaser in that case, had not perfected his title, as against the second purchaser. So in the 17th of Massachusetts, the first title had not been perfected against the person claiming under the junior title, as the court thought, for want of possession. Though here was a conflict of title, there was no question as to a conflict of laws between different sovereignties. But suppose the first title had been perfect under the laws of Pennsylvania, yet the property was not there, but in fact in Massachusetts, and then it would be like the case in the 14th of Martin’s Reports. The material distinction between these cases, and the one before us, is, that though there had been no possession in the plaintiff of the engines, yet by reason of the Massachusetts law relative to chattel mortgages, his title was complete.

The recording of the chattel mortgage, came in lieu of a change of possession, even as to creditors and subsequent purchaser 's.

The case of Skiff v. Solace, 23 Vt. 276, is simply a case of lien, and the plaintiff, in whose favor the Ken was created, was at the time, a citizen of this State. Though it has been claimed, that where a lien has been created by contract, the lex loci contractus, will generally be respected and enforced in all places, where the property is found, yet this is not universally true, and it has even been claimed, that the lex rei sitae should, as a general rule, govern. But be that as it may, that case surely can not govern this. That might well be considered as it was, a question of priority of lien.

In Harrison v. Hervy 5 Cranch 294, Marshall, Ch. J., says, “The law of the place, where the contract is made, is generally the law of the contract ; but the right of priority forms no part of the contract itself. It is, (he says,) extensive, and is rather a personal privilege, dependent upon the law of the place, where the property lies, and where the court sits, which is to decide the cause” ; and it was held, that in respect to property lying in this country, its citizens are not to be deprived of that priority, which the laws give them, upon the ground that the contract was made in a foreign country, with a person resident abroad.

Though the law of a foreign country is admitted into our courts, in order that the contract may have the legal effect which the parties designed it should, still our couris are not bound to admit it, even for that purpose, provided it would contravene our own laws, in case they prohibited such a contract, or when it would be prejudicial to the rights of our own citizens.

In the case of Skiff v. Solace, the court thought they should give priority to the lien of the attaching creditors, they being citizens of this State, notwithstanding the debtor was a citizen of New York, and the chattel mortgage executed there, and the property there also.

If the question ¿ad not been decided, it might have been thought by some, that even in that case, as the contract was between citizens of this State, and both having equal equities, it would have been more consonant to reason, to have given priority to the lien, first in tíme, though acquired under the laws of a sister State, and not in accordance with our own.

No one could question the power of the court to have given effect in that case, to the laws of the place where the contract was made; and the question was not whether a foreign law should be admitted into our courts in favor of a foreign citizen, to the prejudice of one of our own citizens; but whether a junior lien acquired under our laws, and in favor of one of our citizens, should be preferred to an elder lien on the same property acquired also by one of our own citizens, by a contract made in a sister State, with a debtor of that State, and where the property then was ; and which, by the laws of such sister State, was, to all intents and purposes, valid against attaching creditors, and subsequent purchasers. The decision in that case, must necessarily have hern prejudicial to the rights of one or the other of our own citizens, and it was for the court to say which, from a conflict of laws, should suffer; the one that had the elder lien under the laws of a sister State, or the one who had the junior lien under our own laws ? And it seems, the court thought proper to give priority to the junior lien to the prejudice of the senior liefi. The case now before us, is not a case of lien.; but of absolute title in the plaintiff, acquired in a sister State, conformably to the laws thereof; and we think, that title should be protected in our own courts, notwithstanding the sale, by Hamilton, to one of our own citizens.

To hold that a citizen of Massachusetts, who had acquired an absolute and perfect title to a chattel under the laws of that State, (that State being at the time the situs of the property,) can be defeated of his right by a tortious sale of the property under our own laws, upon the ground,that we do not give effect to a sale or chattel mortgage, as against creditors and subsequent purchasers, without a change in the possession, is more than we can accede to. The plaintiff comes into court and asks protection in a right which was perfect in his own State, and which would at all times be protected there, and which was first violated there, by the wrongful act of Hamilton; and we think he should not come in vain.

The judgment of the County Court is reversed, and the cause remanded to the County Court,