Helby v Matthews and Ors
[1895] A.C. 471(Judgment by: Lord MacNaghten)
Between: Helby - Appellant
And: Matthews and Ors - Respondents
Judges:
Lord Herschell LC
Lord Watson
Lord MacNaghtenLord Morris
Lord Shand
Subject References:
FACTOR
SALE OF GOODS
Agreement for
Possession of Goods under Agreement with option to buy
Hire and Purchase Agreement
Disposition of Goods by Person having option to Purchase
'Person having agreed to buy Goods'
Legislative References:
Factors Act 1889 (52 & 53 Vict. c. 45) - s. 9
Judgment date: 30 May 1895
Judgment by:
Lord MacNaghten
My Lords, in this case I think His Honor Judge Bacon took the right view. It seems to me that the agreement under consideration means what it says and can mean nothing more. [His Lordship stated the terms of the agreement:- ]
That is an agreement not forbidden by law, not unintelligible, and not, I think, unreasonable. I rather doubt whether the meaning of the parties can be better elucidated or their relative position more clearly defined by speaking of an "option" or of a "defeasance" or by translating their contract into other and more formal language. At least I am unable to express the obvious intention of the parties in simpler or plainer words than those which they have used. The musical instrument dealer let out a piano by the month, and undertook to sell it to the customer conditionally on his making a certain number of monthly payments. But it was the intention of the parties - an intention expressed on the face of the contract itself - that no one of those monthly payments until the very last in the series was reached, nor all of them put together without the last, should confer upon the customer any proprietary right in the piano or any interest in the nature of a lien or any interest of any sort or kind beyond the right to keep the instrument and use it for a month to come. The customer was under no obligation to fulfil the conditions on which and on which alone the dealer undertook to sell. He was not bound to keep the piano for a single day or a single hour. He was no more bound to purchase it after he had signed the agreement than he was before. The contract, as it seems to me, on the part of the dealer was a contract of hiring coupled with a conditional contract or undertaking to sell. On the part of the customer it was a contract of hiring only until the time came for making the last payment. It may be that at the inception of the transaction both parties expected that the agreement would run its full course, and that the piano would change hands in the end. But an expectation, however confident and however well-founded, does not amount to an agreement, and even an agreement between two parties operative only during the pleasure of one is no agreement on his part at law.
The learned counsel for the respondents spoke of dealings of this sort with an air of righteous indignation as if they were traps for the extravagant and the impecunious - mere devices to tempt improvident people into buying things which they do not want and for which at the time they can not pay. I think that is going too far. I do not see why a person fairly solvent and tolerably prudent should not make himself the owner of a piano or a carriage or anything else by means of periodical payments on such terms as those in question in the present case. The advantages are not all on one side. If the object of desire loses its attractions on closer acquaintance - if faults are developed or defects discovered - if a coveted treasure is becoming a burthen and an encumbrance it is something, surely, to know that the transaction may be closed at once without further liability and without the payment of any forfeit. If these agreements are objectionable on public grounds it is for parliament to interfere. It is not for the Court to put a forced or strained construction on a written document or to import a meaning which the parties never dreamed of because it may not wholly approve of transactions of the sort.
Lee v. Butler, [F7] on which the Court of Appeal relied, was a very different case. There a person who got some furniture under an agreement which was called a hire purchase agreement was bound by the terms of the agreement to pay for and purchase the furniture. I do not see how Lee v. Butler [F8] can be an authority for the respondents' contention. Nor can I understand why the customer in the present case should be taken to have agreed to purchase the piano which he hired because he fraudulently pledged it, and so put it out of his power to return it without redeeming the pledge.
I agree that the judgment under appeal should be reversed.