James S. Luddington vs. Nathan B. Goodnow

Massachusetts Supreme Judicial Court1897-03-31

168 Mass. 223

Summary · law.co

Holding. The trial court's judgment for the plaintiff is affirmed. The exceptions are overruled.

James Luddington sued Nathan Goodnow for converting personal property belonging to the Grand Opera House in Boston. Luddington claimed ownership through a series of transactions: Magee sold his partnership interest to Mansfield, and Mansfield later sold the entire operation to Luddington. When Goodnow took over the theatre after Mansfield surrendered the lease, he refused to return the property, claiming it belonged to Mansfield and that he held it as security for unpaid rent. The trial judge found in Luddington's favor and awarded damages exceeding the amount originally claimed in the complaint.

Goodnow challenged the judgment on three grounds. First, he argued that an oral agreement regarding the property between Magee and Mansfield could not modify their written partnership dissolution document. The court upheld the admission of testimony about this subsequent oral agreement, treating it as either a gift or a sale made after the written instrument was executed. Second, Goodnow contended that Luddington had not established sufficient possession or that Goodnow had refused to return the goods. The court found the evidence adequate, concluding that Luddington had taken possession and that Goodnow's ambiguous statements and assertion of adverse title constituted a sufficient refusal. Third, Goodnow objected that the damages award exceeded the sum demanded in the original complaint, but the court held that judges retained authority to allow amendments to such claims and that damages are determined by the conversion allegation itself, not by the preliminary demand amount.

Summary generated by law.co from the public-domain opinion. The opinion text itself is public domain.

Key issues

Whether an oral agreement can modify or supplement terms in a written instrument executed between the same parties
Whether the defendant's response to the plaintiff's demand for property constituted a sufficient refusal to return converted chattels
Whether a trial judge may allow amendment of the damages demand beyond the original ad damnum stated in the writ

Procedural posture

The case was tried before a judge without a jury, who found for the plaintiff subject to three exceptions by the defendant, which were then considered on appeal.

Authorities cited

No cited authorities resolved to law.co cases yet.

Opinion · public domain

majority opinion

Holmes, J.

This is an action for the conversion of certain chattels in and about the Grand Opera House in Boston. The chattels had belonged to Mansfield and Magee, copartners and lessees of the Grand Opera House. The plaintiff claimed under a sale by Magee of his half to Mansfield, and a later sale of the whole by Mansfield to the plaintiff. Mansfield surrendered the lease to the defendant, and the defendant took possession of the theatre and the property. The case was tried before a judge without a jury, and he found for the plaintiff, subject to three exceptions, which are to be considered.

1. The first concerns the purchase by Mansfield from Magee. By an instrument under seal, executed by them upon dissolving the partnership, Magee agreed that he would “ not take or claim any part, share, or interest in said business, or interfere in any way therewith.” Testimony was admitted under exception, that, after the instrument was executed, Mansfield noticed that the property in question was not mentioned, and spoke about it in the office of the lawyer who drew the instrument; that Magee said they would have no more trouble about it, and that both agreed that there was no need of drawing the instrument over again. It is objected that this was an attempt to modify the specialty by contemporaneous talk. But the testimony warranted a finding that the oral agreement was subsequent to the execution of the paper, and if the paper did not cover the property, operated by way of gift, followed as it was by possession, or of sale in consideration of Mansfield’s abandoning a claim to have the instrument modified, and therefore the evidence properly was let in.

2. The next exception is to a refusal to rule that the plaintiff had not made out a case. The particulars relied on concern the plaintiff’s present right of possession, and the conversion by the defendant. The plaintiff, after the sale by Mansfield to him, took possession, and then took from Mansfield an instrument by which the latter purported to hire the property at a monthly rent for a year, with a right to repurchase for seven hundred dollars. Later, Mansfield notified the plaintiff that he was not in possession of the Grand Opera House. This fairly might be found to import what no doubt it meant, a surrender to the plaintiff of Mansfield’s rights under the lease. Hardy v. Reed, 6 Cush. 252. The plaintiff thereupon went to the theatre, which was closed, saw the defendant at the door, and demanded his property. The defendant seems to have answered somewhat ambiguously, but there was evidence that he said that all property there belonged to Mansfield, and that he held it for unpaid rent. It is a fair inference that, although he tried to avoid an up and down refusal and advised the plaintiff to consult a lawyer, he did refuse, in substance, to give up the goods, and asserted an adverse title of his own. The ruling asked properly was refused.

3. The judge assessed the damages at over twelve hundred dollars. This was more than the ad damnum in the writ, which was one thousand dollars. Thereupon the plaintiff moved to amend his ad damnum to fifteen hundred dollars, and this was allowed, subject to the exception and appeal of the defendant. The allowance was within the power of the judge. Pub. Sts. c. 167, § 42. Ellis v. Ridgway, 1 Allen, 501. .The matter at issue was not determined by the ad damnum, which necessarily was conjectural, but by the allegation and denial that the defendant had converted certain chattels to his own use.

Hxceptions overruled.