No. 85-73
IN THE SUPREME COURT OF THE STATE OF MONTANA
1985
INTERSTATE BRANDS CORPORATION a/k/a
EDDY'S BAKERY,
Plaintiff and Respondent,
MAX E. CANNON d/b/a STATE SECURITY
AP&ORED CAR SERVICE,
Eefendant and Appellant.
APPEAL FROM: District Court of the Fourth Judicial District,
In and for the County of Missoula,
The Honorable Jack L. Green, Judge presiding.
COUNSEL OF RECORD:
For Appellant:
Tipp, Hoven, Skjelset & Frizzell; Richard R. Buley,
Missoula, Montana
For Respondent:
Garnaas, Hall, Riley & Pinsoneault; H. 11. Garnaas,
Missoula, Montana
Submitted on briefs: Aug. 22, 1 9 8 5
Decided: November 6, 1 9 8 5
NOV 6 - 1985
Filed:
Clerk
Mr. Justice John C. Sheehy delivered the Opinion of the
Court.
Max E. Cannon, d/b/a/ State Security Armored Car Service
appeals from the judgment of the District Court, Fourth
Judicial District, County of Missoula, awarding Interstate
Brands Corporation, a/k/a Eddy's Bakery, hereinafter
Interstate, contract damages in the sum of $6,385.39. We
affirm.
During 1978, Cannon provided armored car service in and
around the City of Missoula, Montana. Interstate was one of
Cannon's customers. Cannon provided his services to
Interstate pursuant to a written agreement which provided a
description of the services to be rendered, the compensation
to be paid and other matters including the rights, privileges
and obligations of the parties. Neither party presented a
copy of the written agreement into evidence. Milton L.
Hanson, manager at Eddy's Bakery at the time, testified that
he looked for the written agreement but could not find it.
Cannon, however, did not express any reason for not having
presented the agreement.
On October 20, 1978, and October 21, 1978, Interstate
delivered 5 bags securely sealed to one of Cannon's drivers
to he held and returned to Interstate on October 23, 1978.
Neither the bags nor their contents were ever returned to
Interstate. The bags disappeared under circumstances unknown
to either party.
Interstate alleged the bags contained cash and checks.
Hanson testified he did not put the cash and checks into the
bags nor did he see anyone else put the cash and checks in
the bags. Although Hanson was unable to testify as to the
contents of the bags from his own personal knowledge, he was
able to determine their contents by having his staff review
their records.
Interstate offered in evidence a d.ocument called a
contract receipt which set forth the terms under which
Interstate offered items to Cannon's care and the terms by
which Cannon would receive goods and merchandise from
Interstate. The contract receipt further provided that
"State Security Armored Car Service i.n no event shall be
liable for more than the value hereinbelow stated." The
value stated was to be endorsed upon the contract receipt
under the "said to contain" column.
The contract receipt showed that on October 20, 1978,
and October 21, 1978, Cannon received 5 bags from Interstate
and that Cannon's driver receipted for the 5 hags. There was
no value stated under the "said to contain" columns endorsed
upon the face of the document, nor did the document indicate
directly or indirectly the contents, inventory or value of
the items within the bags.
In its findings of fact and conclusions of law, the
District Court made the following finding of fact:
That the contract receipt sets forth the terms and
conditions under which Defendant was to receive
items for safe keeping and the liability for those
items was agreed to be only to the amount declared
or "stated.'' No value was declared or stated by
Plaintiff when the Plaintiff presented the contract
receipt to the Defendant's driver for his
signature. The Defendant's driver did not point
out to the Plaintiff that he was required to fill
out the "Said to Contain" portion of the receipt
and signed it without that having been properly
filled out. That Defendant did. not bring this
requirement to the attention of his customers nor
did he himself realize the importance of this
provision until he found out he was not covered by
insurance without this portion having been filled
out.
Cannon raises only one issue on appeal: whether the
District Court's conclusion that Cannon was liable to
Interstate for damages for breach of contract is inconsistent
with the court's finding that Cannon's liability was limited
by the language of the contract receipt.
Cannon contends that since the District Court found that
the contract receipt between the parties limited Cannon's
liability to the amount stated in the receipt and no amount
was stated therein, the court's judgment that Cannon was
liable for damages to Interstate was in error. Interstate
contends that the District Court impliedly found that since
both Interstate and Cannon believed that filling out the
"said to contain" column of the contract receipt was not
required and not insisted upon, it was therefore waived.
Although the matter was never raised by the District
Court or the parties, we find that the relationship between
Interstate and Cannon constituted a bailment and that §
70-6-204, MCA, must be considered in determining the rights
and liabilities of the parties. Many cases hold that where
one person accepts from another a sealed or locked receptacle
for safekeeping, carriage or other purposes and the
transaction is principally concerned with the contents rather
than the receptacle, the transaction should be regarded as a
bailment of the contents as well as of the receptacle, the
bailment of the later being regarded as only incidental. 8
Am.Jur.2d Bailment § 75.
Section 70-6-204, MCA, provides: "The liability of a
depositary for negligence cannot exceed the amount which he
is informed by the depositor or has reason to suppose the
thing deposited to be worth." Although there are almost no
Montana cases interpreting this code section, there is ample
California case law interpreting California Civil Code
section 1840 from which § 70-6-284, MCA, was taken verbatim.
California ha.s interpreted their statute to mean that
the amount of damages recoverable for the loss of goods
through the negliqence of a bailee is limited to the value
thereof as disclosed by the owner unless the bailee had
reason to suppose that it was of greater or lesser value than
it was in fact. Hoffman v. Eastman Kodak Co. ( ~ a l .1929),
278 P. 891; England v. Lyon Fireproof Storage Co. (Cal..
1928), 271 P. 532, 537. Section 70-6-204, MCA, however,
consists of nothing more than a limitation of the general
rule of contract damages. Hoffman, 278 P. at 891.
Section 70-6-204, MCA, has no application where the
value of the goods bailed is not disclosed by the owner or
where the bailee has no reason to suppose that they have any
special value. Windler v. Scheers Jewelers (1970), 88
Cal.Rptr. 39; 47 Hoffman, 278 P. at 891. Under these
circumstances the measure of damages is the actual value of
the goods. Windler, 88 Cal.Rptr. at 47.
In the instant case, the contract receipt contained a
limitation on the liability of the bailee, Cannon, to the
amount stated which is consistent with the language of 5
70-6-204, MCA. As stated in Windler, however, if the value
is not stated the limitation in S 70-6-204, MCA, has no
applicability. Likewise, because the value of the contents
of the bags was not stated the language of limitation on
Cannon's liability in the contract receipt also has no
application to the case at hand.
In cases such as this the measure of damages is
determined by 5 27-1-311, MCA, which provides:
For breach of an obligation arising from contract,
the measure of damages, except when otherwise
expressly provided by this code, is the amount
wh.ich will compensate the party aggrieved for all
the detriment which was proximately ca.used thereby
or in the ordinary course of things would. be likely
to result therefrom. Damages which are not clearly
ascertainable in both their nature and origin
cannot be recovered for a brea.ch of contract.
Consistent with S 27-1-311, MCA, the District Court
found, based on the testimony of Hanson regarding
Interstate's business practices and the business records
offered in evidence that the actual value of the cash and
checks in the bags was $6,385.39, after adjustments for
replaced checks and that Cannon was liable to Interstate for
that amount.
The District Court also found that the contract receipt
set forth that Cannon's liability was limited to the amount
declared or stated. The Supreme Court, however, adheres to
the doctrine of implied findings which states that where a
court's findings are general in terms, any findings not
specifically made, but necessary to the judgment, are deemed
to have been implied, if supported by the evidence. Poulsen
v. Treasure State Industries, Inc. (Mont. 19811, 626 P.2d
822, 827, 38 St.Rep. 218, 223; Ballenger v. ~il-lman(1958),
133 Mont. 369, 378, 324 P.2d 1045, 1050. In support of the
trial court, this Court will apply the doctrine of implied
findings so long as these findings are not inconsistent with
express findings made. Crisse v. State Highway Commission
(1966), 147 Mont. 374, 381, 413 P.2d 308, 313. Viewing the
evidence in the light most favorable to Interstate, we hold
that the express findings made by the District Court, the
evidence of record and the above cited authority construing
the California equivalent to S 70-6-204, MCA, all support the
inference that the District Court impliedly found that the
language of limitation in the contract receipt had no
application to this case. This implied finding is consistent
with the express findings made by the District Court.
Rule 52 (a), M.R.Civ.P. provides in part: "Findings of
fact shall not be set aside unless clearly erroneous, and due
regard shall be given to the opportunity of the trial court
to judge of the credibility of the witnesses. " The Supreme
Court may not substitute its judgment for that of the trial
court. The presiding court is confined to determining if
there is substantial credible evidence to support the
findings of fact and conclusions of law. We view the
evidence in the light most favorable to the prevailing party.
General Mills Inc. v. Zerbe Bros., Inc. (Mont. 1983), 672
P.2d 1109, 11.31, 40 St.Rep. 1830, 1833. In construing Rule
52(a) this Court has stated that on review, the trial court's
judgment is presumed correct, and this Court will draw every
legitimate inference to support that presumption. Poulsen v.
Treasure State Industries, Jnc., 626 P.2d at 827, 38 St.Rep.
at 223; Kadison Fork Ranch v. L & B Lodge Pole Timber
Products (P'lont. 1980), 615 P.2d 900, 906, 37 St.Rep. 1468,
1473.
From the foregoing it is evident that Cannon's reliance
upon the failure of Interstate to fill in the "said to
contain" column is misplaced. If Cannon's argument is
carried to its logical conclusion, the inevitable result
would be that Cannon would never be liable for the content's
of bags not returned to customers when the amount was not
filled in. We hold that there was substantial credible
evidence to support the findings of fact and conclusions of
law of the District Court. We affirm.
We Concur:
J, Justices