Warner v. Jameson

2 N.W. 951, 52 Iowa 70

• Court: Supreme Court of Iowa
• Decided: October 21, 1879
• Status: Published

Opinion

Rothrock, J.

Section 1922 of the Code provides that “no sale, contract, or lease, wherein the transfer of title or ownership of personal property is made to depend upon any condition, shall be valid against any creditor or purchaser of the vendee or lessee, in actual possession obtained in pursuance thereof, without notice, unless the same be in writing, executed by the vendor or lessor, acknowledged and recorded the same as chattel mortgages.”

It is contended by counsel for appellant that as there is no averment in the petition charging the creditors of Jameson with notice of the agreement by which the title to the safe should remain in plaintiff, until full payment therefor, that such reservation or condition is void. Before the statute was enacted such a contract was valid, not only between the parties, but as to all the world, because the title did not pass to the vendee until the price was paid. Bailey v. Harris, 8 Iowa, 331; Baker v. Hall 15 Id., 277; Moseley & Bro. v. Shattuck, 43 Id., 540.

The statute does not declare the sale or contract to bo invalid as between the parties. It merely provides that it shall not be valid as to the creditor or purchaser of the vendee without notice. If, then, the plaintiff had asserted the claim made in the action before Jameson made the assignment, and at a time when no creditor had questioned the validity of the transaction, Jameson could not have defeated the action on the ground that the conditional sale was invalid as to his creditors. We think the assignee is in no better position to question the plaintiff’s rights than Jameson, especially as he took the assignment with full knowledge of the plaintiff’s right. The assignee took the property subject to all the equities existing in favor of third persons. “ In other words, the assignee stands in the shoes, and only succeeds to the rights, of the assignor.” Roberts v. Corbin & Co., 26 Iowa, 315. A general creditor has no specific lien upon the personal property of his debtor until he seizes it by some process of law. Until' he thus asserts his claim the debtor may sell and dispose of his property without let or hindrance, provided his acts in that behalf be not fraudulent as to creditors. Applying this rule to the case at bar, if the plaintiff bad taken possession of the safe from Jameson for non-payment of the purchase money, such possession would have been rightful and could not have been questioned by the creditors, because they had asserted no claim to it, and if a creditor had proceeded to subject the property, by execution or attachment, to the payment of his debt he would have been defeated if at any time before seizing the property he had notice of the plaintiff’s ownership. Here there has been no seizure. The assignee merely holds it as the trustee of Jameson for the benefit of creditors.

If it be claimed that the assignee is also trustee for the creditors and represents them, the notice of plaintiff’s ownership, given to the assignee before and at the time the assignment was made, would be notice to the creditors.

Affirmed.