No. 1225 Philadelphia, 1980, Appeal from Order of the Court of Common Pleas, Civil Division, Equity, of Philadelphia County, April Term, 1978, No. 2249.
Joseph R. Siegert, Philadelphia, for appellant.
Sarah Thompson, Philadelphia, for appellee.
Price,*fn* Watkins and Montgomery, JJ.
[ 310 Pa. Super. Page 415]
On April 13, 1978, John Stout was preliminarily enjoined from selling, titling or transfering two cars which appellee, Peugeot Motors of America, Inc. ("Peugeot"), had sold to Mr. Stout allegedly for "parts only". On December 3, 1979, the Honorable Victor J. DiNubile entered a decree nisi in favor of Peugeot, permanently enjoining Stout from selling one of the cars and from titling the other automobile. On May 1, 1980, after hearing argument on Mr. Stout's exceptions and accepting additional briefs, Judge DiNubile dismissed Stout's exceptions and made the decree nisi final. Stout appeals from this decree.
[ 310 Pa. Super. Page 416]
The facts of the case are as follows: During November 1977, Peugeot received at its New Jersey port facilities three Peugeot vehicles which were damaged in ocean transit. Peugeot classified each of these three vehicles a "constructive total loss" ("CTL") after determining that the vehicles were unsafe and unfit for highway use. The serial numbers affixed to or stamped upon each car were removed or obliterated. Peugeot then telephoned several Peugeot dealerships, including the one owned by Stout, and suggested that each dealer inspect the vehicles and submit bids for them.
Mr. Stout denies ever having been told that the vehicles were to be sold for parts only; whereas Peugeot claims that this was made clear from the beginning. Mr. Stout inspected the cars and submitted bids. For the two cars in controversy, he bid $1,650 and, as this was the highest offer, Peugeot orally informed Mr. Stout on January 16, 1978 that his bids were accepted. Bank approval for Stout to draw on his line of credit was given on February 13, 1978. The accepted bid identified the subject vehicles, described them as "damaged vehicles", acknowledged Stout's inspection of them, specified the price and was dated January 13, 1977, (which was agreed to actually be 1978).
Stout admits that late in January a Peugeot employee informed him that the vehicles would have no warranties, serial number plates, or certificates of origin. (R. 83a.) Apparently Stout did not consider this information to be significant as he did not question Peugeot about this unusual occurrence. Without these safety certification plates, cars may not be resold to a consumer.*fn1
On February 16, 1978, Peugeot drew up and mailed two invoices to Stout, spelling out thereon the date, dealer, year, model, type, serial number, exterior color, and price of the automobiles. The invoices also bore on their faces the following typewritten words: "Above car is a constructive total loss and is not to be restored or repaired. CTL vehicle is sold for parts salvage only." (R. 323a). Stout admits
[ 310 Pa. Super. Page 417]
that he read the invoices and their terms, but again he apparently did not consider the language to be a problem and did not question Peugeot as to the restriction.
The vehicles were delivered in the middle of March. Peugeot discovered thereafter that Stout was in the process of restoring one of the cars for sale and ultimate use on the highway. Peugeot sent a telegram warning Stout that he was in violation of his contract by repairing the cars and that any sale would also be a violation. Stout sold one of the cars to a Delaware resident for $7,500 that same day, April 6, even though the car did not have title or an identification number. Stout was allegedly trying to obtain a reconstructed title. As Stout was repairing the second car, a preliminary injunction was issued prohibiting him from the sale or repair of the ...