Story Case

The Cotton Belt Company of Houston, Texas, agreed with Baron Schwartz, an agent of the German government, to sell the latter a full cargo of cotton, to be transported on the steamship Dacia. The cotton was then bailed and stored in the company's warehouses at Houston. Since the price was fluctuating and uncertain, Baron Schwartz and the company agreed that the value should be appraised by a board of six practical business men, three appointed by the Cotton Belt Company, and three by Baron Schwartz. The price was to be fixed by the appraisers ten days before the sailing date, but the cotton was to be delivered to the teamsters of Baron Schwartz for immediate transfer to the wharves. "While the appraisers were assembled to determine the price, Mr. Harries, a cotton grower, levied execution on the cotton still remaining in the warehouse, to satisfy a judgment he had against the Cotton Belt Company, for $8,000. Can Baron Schwartz prevent the sale of the cotton by Mr. Harries!

Ruling Court Case. Myers Vs. Callaghan, Volume 89 Illinois, Page 566

Fisk, owner of certain books, offered to sell them to Myers. Myers was willing to buy them, and, accordingly was given possession, though as yet no price had been agreed upon between them. While the books were with Myers, and before the price had been agreed upon, they were seized under a writ of attachment sued out by Callaghan against Fisk, and directed by Callaghan to be levied upon the books as the property of Fisk. Myers brought this action against Callaghan for damages.

It was contended by Callaghan that title to these books could not pass until a price had been agreed upon. Consequently, they still belonged to Fisk, and he was justified in directing the sheriff to seize them. Mr. Justice Walker said: "It is said, that as no price was agreed upon for the books before they were attached, the sale was not complete. The proposition is not true. An agreement to sell, with a delivery, may complete the sale, and vest title, although the definite price may not be fixed at the time of the sale. Whether the sale is executed and the title passes to the buyer, depends upon the intention of the parties, and that may be shown by circumstances as well as declarations." It was decided that title had passed, and therefore judgment was given for Myers.

Ruling Law. Story Case Answer

The passing of title to personal property depends primarily upon the intention of the parties. If the parties intend, and have made clear their intention, that title shall pass at a given time, and at a given place, the courts, in construing the contract, will give effect to that intention. They may agree that title will pass, even though payment and delivery of possession are postponed until some later time; they may expressly state that title shall pass even though, at the time, the property sold is not in a deliverable condition.

In the Story Case, the title to the cotton passed to Baron Schwartz, even though the price was to be determined, subsequently, by the appraisers. The Cotton Belt Company had fulfilled its part of the agreement, insofar as it was able; the hauling and delivery to the wharves was to be done by the buyer.

Baron Schwartz may, therefore, rightly demand his property from Mr. Harries.