Flint Wagon Works v. Maloney

Citations

• 26 Del. 137
• 3 Boyce 137
• 81 A. 502
• 1911 Del. LEXIS 27

Syllabus

<p>1. Sales—Conditional Sale—What Constitutes.</p> <p>Where the terms of a contract for the sale of goods provide that the title is to remain in the vendor until payment is made, and that the goods shall be immediately returned to the vendor or placed at its disposal on the financial embarrassment of the vendee, it is a conditional sale as between the parties.</p> <p>2. Contracts—Construction—Intention of Parties.</p> <p>It is the duty of courts to construe contracts to carry out the intention of the parties, and such intention must govern, when ascertainable from the agreement, unless in contravention of an established principle of law or against public policy.</p> <p>3. Sales—Conditional Sale—Creditors of Buyer.</p> <p>While a provision of a contract for the sale of goods, which are to be resold at retail, that title shall remain in the vendor until payment is made, cannot be enforced by the original vendor against a purchaser in the ordinary course of trade, because of its inconsistency with the express purpose for which the goods were sold, the vendor is estopped from-asserting his title only to that extent; and where the contract of sale, which was entered into in good faith, shows that it is the intention of the parties that title be retained in the seller until the buyer sold the property in the regular course of his business, and until that unsold was paid for, it cannot be construed to allow a creditor of the vendee to levy on the property and sell it for the payment of his debts, and the vendor may assert his title against such creditor, who has previously obtained the goods under execution.</p>