Goss v. Bisset

PALMORE, Judge.

The questions involved in this case are whether certain items of property are “fixtures” within the meaning of that term as used in a lease or leases and, if not, who is entitled to them.

The proceeding began as a claim and delivery action by the appellee, Rose Burke Bisset, against “Chic Goss, President and Process Agent of Chic Goss, Incorporated,” in which Mrs. Bisset sought possession of several items of property allegedly owned by her and wrongfully detained by the defendant. It was not clear from the complaint whether she was endeavoring to sue Goss the individual, the corporation, or both. Anyway, Goss personally answered that the property described in the complaint and order of delivery belonged to the cor*52poration and counterclaimed for the value of a window fan allegedly owned by him and wrongfully taken by Mrs. Bisset. In due course Chic Goss, Inc., was permitted to file an intervening complaint against Mrs. Bisset asserting ownership of all the property enumerated in her complaint, together with several additional items, alleging that Mrs. Bisset was wrongfully detaining all of it, and demanding damages. Mrs. Bisset denied the allegations of the counterclaim and, by answer to the corporation’s intervening complaint, set forth the provisions of a written lease between herself as landlord and the corporation as tenant, one of which was as follows:

“All improvements and fixtures made to and located m said building or upon the lots shall become the property of the lessors exclusively * * * etc.

By virtue of this provision she alleged ownership of all the property claimed by the corporation.

After hearing the evidence without a jury the trial court made findings and conclusions to the effect (1) that neither Mrs. Bisset nor the corporation had proved ownership of any of the property except that which had passed to Mrs. Bisset by the terms of their lease (without specifying which of the items fell within this category), (2) that the window fan claimed by Goss belonged to Mrs. Bisset by virtue of the provision in the lease, and (3) that since neither party had established title to the remaining items they should remain in Mrs. Bisset’s possession “for a reasonable length of time” subject to claim by the true owner or owners.

Goss and the corporation appeal, no technical question being raised with respect to the appeal of Goss.

The term of the lease ran from April 1, 1959, to March 31, 1961. The leased premises consisted of a commercial garage building (Bisset Building) at the northeast corner of Eighth and High Streets in Paris, Kentucky, and an unimproved lot on the other side of the Lovell Building, which adjoins the Bisset Building and also was rented by the Chic Goss, Inc., from anothq^ party or parties. During the term of the Bisset lease and thereafter until April or May of 1961 Chic Goss, Inc., occupied and used all three properties for the conduct of an automobile dealership and repair service. When it vacated the Bisset premises it continued in possession' of the adjacent Lovell Building, and some of the items of property here in controversy, including an air compressor, were located in the Lovell Building at that time.

As best we are able to reconstruct the facts from the evidence, Mrs. Bisset had leased her property to a previous tenant, Briggs Motor Company, for an 8-year term beginning April 1, 1951. That lease contained the same provision for fixtures as did the subsequent lease to Chic Goss, Inc. Briggs evidently assigned the lease to another company, Delaney, Inc., in 1955 or 1956. Goss was or became a one-third owner of Delaney, Inc., and in 1958 bought out the other owners, became the principal stockholder, changed the name of the corporation to Chic Goss, Inc., and continued as tenant under the original lease from Mrs. Bisset to Briggs. In any event, Chic Goss, Inc., had succeeded to the position of its predecessor lessees at the time the new lease was made in 1959.

Except for the above mentioned air compressor and the window fan claimed by Goss individually, the property in dispute had been placed in the Bisset Building or on the Bisset lot by the predecessor tenants, and some of it had been thereafter removed by Goss to the Lovell Building. That Chic Goss, Inc., had actual physical possession of all of it prior to its appropriation by Mrs. Bisset is not disputed; the trial court did not make any finding to the contrary. Hence our review is not directed to any factual determinations made by the trial court, but to the correctness of legal conclusions drawn from established facts.

*53“The facts constituting possession generate rights as truly as do the facts which constitute ownership, although the rights of a mere possessor are less extensive than those of an owner.” Holmes, The Common Law, p. 239. “Even a wrongful possessor of a chattel may have full damages for its conversion by a stranger to the title, or a return of the specific thing.” Id., pp. 241-242. “The owner is allowed to exclude all, and is accountable to no one. The possessor is allowed to exclude all but one, and is accountable to no one but him.” Id., p. 246. As it has been observed before, possession is title except against the true owner. Cf. Marinaro v. Deskins, Ky., 344 S.W.2d 817, 819 (1961).

Several of the disputed items fall within the classification of “trade fixtures,” which would remain the property of the tenant unless the contract provides otherwise. See Bank of Shelbyville v. Hartford, 268 Ky. 135, 104 S.W.2d 217 (1937). There seems to be a diversity of opinion on the question of whether a stipulation that fixtures shall remain on the premises includes trade fixtures, but we are persuaded to the view that it does, upon the theory that otherwise such a provision would be superfluous and meaningless. Hence it is our opinion that those items that can be fairly identified as having become trade fixtures while on the premises of Mrs. Bisset belong to her, but that she had no right to interfere with Chic Goss, Inc.’s possession of other chattels, whether on or off her property, and has no right to retain anything now in her possession by virtue of such interference.

Mrs. Bisset contends that whatever chattels were on the premises when Chic Goss, Inc., or its predecessor Delaney, Inc., assumed possession as lessee remained in constructive possession of the lessor, either because she as owner of the premises had prior possession and the successor tenant became, permissively, her bailee or because the chattels had the status of “mislaid” property to which, as owner of the premises on which they were found, she had a right of possession superior to that of the finder. Cf. 1 Am.Jur.2d 21, 25 (Abandoned, Lost, etc., Property, §§ 23, 30). The answer to the first of these theories is that Mrs. Bisset never had any possession, actual or constructive, of property not covered by the lease, and certainly the scope of that instrument did not embrace personal property other than fixtures. Possession passed directly and immediately from one tenant to the other, and none of them held any mere chattels by agreement with or permission of Mrs. Bisset; nor is there anything in the record to suggest that any of them intended or claimed to hold them in her behalf. There simply is no foundation on which constructive possession can be erected. The answer to the second theory is that obviously all of the property in question was left on the premises intentionally, and none of it mislaid.

“Mislaid property is property which the owner voluntarily and intentionally laid down in a place where he can again resort to it, and then forgets where he put it.” 1 Am.Jur.2d 4 (Abandoned, Lost, etc., Property, § 2). Unless there is evidence to the contrary, we think it must be presumed that when the owner of a garage business has turned his lease over to another tenant whose purpose is to engage in the same type of business, and has left major items of equipment without returning for them within a reasonable time thereafter, his intention was either to abandon the property or pass title to the successor. Conceding the trial court’s right, within its fact-finding prerogative, to disbelieve Goss’ testimony that he or his corporation had purchased the disputed property, the only credible conclusion in the alternative is that the prior owner nevertheless intended to abandon it.

“Abandoned property is that to which the owner has voluntarily relinquished all right, title, claim and possession with the intention of terminating his ownership, but without vesting it in any other person and with the intention of not reclaming future pos*54session or resuming its ownership, possession, or enjoyment * * * Property which is abandoned by the owner * * * becomes subject to appropriation by the first taker * * * or finder who reduces it to possession. Such person thereupon acquires an absolute property therein as against both the former owner and the person upon whose land it happens to have been left.” 1 Am.Jur.2d 3-4, 18 (Abandoned, Lost, etc., Property, §§ 1, 18).

If the chattels were abandoned, Chic Goss, Inc., was the finder, and Mrs. Bisset’s ownership of the premises on which they were found is immaterial. The case is clearly distinguishable from Silcott v. Louisville Trust Co., 205 Ky. 234, 265 S.W. 612, 43 A.L.R. 28 (1924), in which a bond was found on the floor of the safety vault department of a bank and the bank was held entitled to its custody as against the finder. Despite the general rule that the finder of lost property may keep possession against the owner of the premises on which it was discovered, the court was of the opinion that the bank’s duty to its customers gave it a superior right. In this case there was no comparable duty, the premises were not under the lessor’s control when possession passed from one tenant to the other, and there is no basis for an inference that the property was “lost” anyway.

Those items that can be fairly classified as “fixtures” within the meaning of the lease or leases belong to Mrs. Bisset. As against Mrs. Bisset the appellants are entitled to the chattels by virtue of prior possession. Hence the complaint by appellants that the trial court erred in overruling their motion to amend its findings and conclusions so as to distinguish between the fixtures and nonfixtures is well taken.

In our judgment, on the basis of the established facts and thus as a matter of law, the disputed items are properly classified as follows:

Fixtures
2 neon overhead fixtures
1 gas stove
1 neon hall fixture
1 gas heater
1 large overhead neon fixture
1 gas floor heater
1 door mechanism with electric switches
1 furnace (Bryant heater)
7 neon fixtures
1 Yale door hinge
Sign standards erected on posts set in the vacant lot
Chattels
Extension cords
2 spotlights
5 steel work benches
1 desk
1 air compressor and lines
1 Frigidaire water cooler
1 Homart window fan (property of Goss individually)

In so classifying those items that are designated as fixtures we are influenced by the fact that although they were affixed to the real estate for a trade purpose of the lessee, for the most part they would be necessary to the comfortable occupancy of the premises by any tenant. Though otherwise they might be removable by the lessee as trade fixtures, under the lease contract they belong to the landlord. That Chic Goss, Inc., had severed and removed some of them to the Lovell Building without Mrs. Bisset’s consent did not affect her title. Cf. 22 Am.Jur. 726-727 (Fixtures, § 13).

The Bisset Building and vacant lot had been used together over a number of years by a succession of tenants engaged in the automobile business, and it is readily apparent that the property was adaptable and had been adapted to the purposes of that particular use. That being so, it is reasonable to assume the likelihood that future tenants would be in the same type of business and would need the vacant lot for dis*55playing used cars, from which it follows that the signs mounted on posts imbedded in concrete on the lot come within the same rationale by which we are persuaded that the other items designated as fixtures should be so classified.

About the air compressor there can be no question. It was taken by Mrs. Bisset from the Lovell Building, where it had been in possession of Chic Goss, Inc. Not one witness was able to say it had ever been on her property or in her possession. And in any case, its character was that of business equipment, not a fixture.

The window fan and water cooler were mere conveniences to the tenant and were easily removable. We regard them also as in the category of movable equipment rather than trade fixtures.

The remaining items designated above as chattels were not affixed to the real estate at all, either actually or constructively, and we cannot descry any basis whatever for treating them as fixtures.

Both the counterclaim of Goss and the intervening complaint of Chic Goss, Inc., against Mrs. Bisset sounded in trover rather than replevin. They did not seek a return of the property wrongfully taken from their possession, but its value instead. Each of them demanded punitive damages, and Chic Goss, Inc., demanded $7,000 damages for loss of profits occasioned by its being forced out of business (through loss of its equipment) which it was conducting on other premises.

Upon remand of the cause Goss and Chic Goss, Inc., shall be given judgment for the value of the property wrongfully taken from their possession and the trial court shall also determine what, if any, further damages they may recover under the pleadings and evidence in the case.

The judgment is affirmed in part and reversed in part with directions that a new judgment be entered in conformity with this opinion.