Trustees of the Hubbell Estate v. Davison

Stevens, J.

1. Landlord and tenant: lien: conditional sales: priority. I. The written lease of the building in which the property in controversy was used, is dated October 23, 1915; and the conditional sale contract between defendant and intervenor bears date April 5, 1916. it appears from the evidence that an oral arrangement was first made between intervenor and defendant in February, for the sale of the property. Intervenor not having all of the merchandise in stock, a portion only was then delivered; but delivery was made in installments until completed. Shortly after the goods had all been delivered, the written contract was executed. Defendant had previously purchased goods of intervenor upon contracts, reserving title in intervenor until the goods were paid for. At the time of the purchase, the terms of the written contract to be executed were not fully gone into; but it is fairly inferable from the testimony that both parties understood that a written contract would be executed, and that title was to be reserved in intervenor until the goods were paid for. The matter of executing the *133 contract was mentioned two or three times during the negotiations. As executed, the written contract provided that title should not pass until the goods were finally paid for. Had this contract been executed at the time the goods were purchased, there would be, under our holding in Snyder v. Collins, 184 Iowa 122 , no question of intervenor’s right to the disputed property. At the time it was executed, defendant was financially embarrassed; and it is argued by counsel for appellant that the terms of the contract cannot prevail, as against the lien of the landlord, for the reason that, at the time the goods were sold and delivered, title passed to the defendant, and the written contract reserving title in intervenor was not then in contemplation of the parties.

The court, however, found that defendant did not acquire title to the property, and that the lien of the landlord was junior to that of intervenor. This finding, which has support in the evidence, has the effect of the verdict of a jury.

2. Sales: series of acts constituting one transaction. The oral agreement contemplated that title should remain in intervenor until the goods were paid for, and that a written contract would be executed later. It was, therefore, in effect, a single transaction, contemplating thé delivery of the property in installments, subject to the terms of the written contract to be subsequently signed. The case comes squarely within our holding in Snyder v. Collins, supra, and the decision in that case is controlling here. The judgment of the lower court must, therefore, be — Affirmed.

Preston, C. J., Weaver, Evans, and Gaynor, JJ., concur.