Holmes v. Schnedler , 176 Minn. 483 ( 1929 )

I concur in the result because of the rule of this court, long established by the decisions cited by the Chief Justice, that the seller's suit, even for an instalment of the unpaid purchase price, passes title to the buyer. That rule is so well established that it seems the better part of judicial action to leave it to the legislature to change. On the merits I consider it indefensible, for it is the plainly expressed intention of the parties to the conventional conditional sales contract that no title shall vest in the buyer until all of the purchase price is paid and, while reserving title to the seller, to put in him the absolute right to collect each instalment of the purchase price as it becomes due. That being his unquestioned contract right, I fail to see any justification for the judicial notion that the seller's attempt by an action at law to get the money that is absolutely his should result in the penalty of the loss of the title that by the contract is to remain in him until all of the price is actually paid. The rule that the seller's action to recover an instalment of the purchase price passes title seems to me to ignore the primary rule for the construction of contracts that the intention of the parties shall control. It does not effectuate, but on the contrary thwarts, an expressed contractual intention. In this connection I think it should be said that the reference in St. Paul Tr. Co. v. U.S. Cereal Co. 165 Minn. 252, 259,206 N.W. 385, to G. S. 1923, § 8430 (uniform sales act, § 56) went somewhat too far in suggesting that a change had been effected by that statute in the judicial rule now under consideration.