(Compania) by the (libellant).' The instrument of assignment, after the operative words of transfer, says 'placing the said company (the libellant) in its own place and stead as purchaser.' The assignment acknowledges payment by the libellant of the balance of the contract price with interest to Brill, and Brill, joining in the assignment, gives the libellant a receipt and acquittance and transfers to the libellant the full ownership of the buses. The respondents contend that, inasmuch as the outstanding cause of action for damage to one of the buses involved in the transfer was not expressly included in the terms of the assignment, it did not pass to the libellant but remained vested in Compania, and hence the libellant cannot maintain this suit.
There are a number of cases, cited by the respondents, which hold that an accrued cause of action for damage to property does not pass by a mere assignment of the property, but I do not find any which hold that, where the intention of the parties is clear from the terms of the assignment that such accrued cause of action weas to pass, the mere fact that it is not expressly mentioned is conclusive. In the present case it seems clear from the general terms of the assignment, from the fact that the libellant either 'directly or through Compania' had already paid approximately one-fourth of the purchase price, from the fact that no account of the damage to the bus was taken by way of deduction from the full purchase price and from the recital of the intent of the assignment to place the libellant in the place and stead of Compania as purchaser, that the intention was that the accrued cause of action should go with the contract and the title to the buses.
It is true that the law of Cuba governs the rights and obligations arising from this assignment, and there is no evidence of that law before the Court. If the question were one of the validity of the assignment, it is quite likely that the libellant's case would fail for lack of proof of the governing law. See E. Gerli & Co. v. Cunard S. S. Co., 2 Cir., 48 F.2d 115. But the parties have stipulated that the assignment is valid. The only question is what the parties meant, and the intention of parties to a contract is, basically, a question of fact although it is one which has been so often decided by judges that it has come to be regarded as a question for the Court. See Williston on Contracts, Section 616. Either way, when the parties use plain, simple, unambiguous, nontechnical words in a commercial transaction in a civilized country and where the entire transaction is before the Court, the Court will determine what the parties meant by what they said.
Limitation of liability.
The decision of the Court of Appeals for the Fifth Circuit in A. M. Collins & Co. v. Panama R. Co., 197 F.2d 893, is directly applicable to the facts of this case. That decision was approved and followed by the Court of Appeals for the Second Circuit in United States v. The South Star, 210 F.2d 44.
The Collins case had to do with the limitation of a stevedore's liability but the rationale of the decision is applicable to all the respondents in the present case. The Court said [ 197 F.2d 896] 'In the absence of a different agreement with persons not parties thereto, the terms of the bill of lading controlled all steps of the transportation * * *.' What the Court said of the stevedore in the Collins case was equally applicable to the owner and charterers in the present case, 'It was an agent selected by the carrier to carry out the carrier's obligation to safely deliver and discharge the cargo as required by its contract with the shipper. * * * The situation is substantially the same as if the carrier had shipped by another vessel, as authorized by the bill of lading.'
The liability of none of these respondents in the present case can, therefore, exceed $ 500.
The foregoing opinion contains, I believe, all the facts and principles necessary to the decision of the case. The statements of fact may be taken as the Court's special findings and the statements of law as the Court's conclusions.
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