The rules that a description may be supplemented by parol evidence and that it is sufficient if the contract suggests inquiries which, if pursued, would disclose and identify the goods actually sold, are so general as to be of slight assistance in a specific case. The case most closely in point on this phase of the case is Tilton v. H.M. Wade Mfg. Co. (C.C.A. 4th) 2 F.2d 358. It was there held that a description in a Virginia contract, the statute of that state being substantially like the Connecticut statute, was insufficient. As to part of the property which was described in some detail, the description was held sufficient.
The rule in Minnesota is that a description in a recorded instrument, such as that here in question, is sufficient if it will enable third persons, aided by inquiries which the instrument itself reasonably suggests, to identify the property. Tolbert v. Horton, 33 Minn. 104, 22 N.W. 126; Strolberg v. Brandenberg, 39 Minn. 348, 40 N.W. 356; Schneider v. Anderson, 77 Minn. 124, 79 N.W. 603; Barrett v. Magner, 105 Minn. 118, 117 N.W. 245, 127 Am.St.Rep. 531; Walker v. Fitzgerald, 157 Minn. 319, 196 N.W. 269, 197 N.W. 259; Helgeson v. Farmers Co-op. Ass'n, 160 Minn. 109, 199 N.W. 821; Munson v. Bensel, 169 Minn. 434, 211 N.W. 838; McDonald Mfg. Co. v. Read, 210 Minn. 232, 297 N.W. 739. See, also, other cases listed in footnotes to Sections 1434 and 1435, Dunnell's Minnesota Digest, 2d Ed. Supplements; 10 Am.Jur., Chattel Mortgages, page 752, § 55; Tilton v. H.M. Wade Mfg. Co., 4 Cir., 2 F.2d 358. It is apparent that this controversy would not have arisen had the salesman who procured this equipment order inserted the word "refrigerator" or the words "refrigerating unit" between "One F.O. 5 M." and "Z-1163," so that the description would read, "One F.O. 5 M. refrigerator Z-1163," or "One F.O. 5 M. refrigerating unit Z-1163."
Again in Tokheim Oil Tank Pump Co. v. Fentress (C.C.A.) 33 F.2d 730, 65 A.L.R. 710, a recorded sales agreement was held to be outside the protection of the statute, since it provided that the deferred monthly payments should begin 30 days from the date of shipment, but failed to specify that date. See, also, Tilton v. H.M. Wade Mfg. Co. (C.C.A.) 2 F.2d 358, 359; In re Lowry (C.I.T. Corp. v. Machen), 40 F.2d 321, 323 (C.C.A.). In these decisions, we followed, as we were bound to do, the interpretation placed upon the statute by the Supreme Court of Appeals of Virginia in National Cash Register Co. v. Burrow, 110 Va. 785, 67 S.E. 370; National Cash Register Co. v. Norfolk City Realty Co., 110 Va. 791, 67 S.E. 372; Newcomb v. Guthrie, 145 Va. 627, 134 S.E. 585. See, also, Monarch Laundry v. Westbrook, 109 Va. 382, 63. S.E. 1070; Liquid Carbonic Co. v. Whitehead, 115 Va. 586, 80 S.E. 104.
White v. Home Mut. Ins. Ass'n, 189 Iowa 1051, 179 N.W. 315. See, also, Moore v. North River Ins. Co., 111 Kan. 420, 207 P. 760; Northwestern Nat. Ins. Co. v. Chambers, 24 Ariz. 86, 206 P. 1081. The same rule that applies to the description of an article in a chattel mortgage or conditional sale contract would apply here, and this court has held in Tilton v. H.W. Wade Mfg. Co. (C.C.A.) 2 F.2d 358, 359, that a description not more specific or detailed than the one here was sufficient. "The general rule upon this subject as stated by the text-writers, and which seems to be sustained by the weight of decided cases, is, that a deed of trust or mortgage conveying chattels, when recorded, is constructive notice to third persons, if the description in the deed or mortgage is such as will enable them to identify the property, aided by the inquiries which the deed or mortgage itself indicates and directs."
It will be observed that there are at least three important particulars which the vendor must observe in order to comply with the terms of the statute. There must be a brief description of the goods, the amount of the deferred payments and the time when they are due must be set out, and the writing must be filed for docketing with the clerk of the county where deeds are admitted to record in which the goods may be. So far as the first provision in regard to the description of the goods is concerned, it is sufficient if they are briefly described; and it has been held that a description is adequate in the sense of the statute, although it is not sufficient to enable one to identify the property without inquiry, if it at least indicates the line of inquiry and furnishes the basis for investigation. National Cash Register Co. v. Norfolk City Realty Co., 110 Va. 791, 67 S.E. 372; Tilton v. Wade Mfg. Co. (C.C.A.) 2 F.2d 358. The requirements of the statute are more exacting with reference to the other details.
Under the Virginia statute, it is said that in order for a description to be adequate it is not necessary for the "brief description" to be sufficient to enable one to identify the property without inquiry, if the contract on its face indicates a line of inquiry and furnishes the basis for identification which a reasonable inquiry would disclose. National Cash Register Co. v. Burrow Martin, 110 Va. 785, 67 S.E. 370; Tokheim Oil Tank Pump Co. v. Fentress, 4 Cir., 33 F.2d 730; Tilton v. H.M. Wade Mfg. Co., 4 Cir., 2 F.2d 358, 360. It is the opinion of this Court that the contract as represented must disclose facts sufficient to put a reasonably intelligent inquirer on notice, thus furnishing him with information leading to the formation of a basis of identification of the property conveyed and its location.
Such descriptions have generally been held sufficient where on their face or by satisfactory parol evidence, especially when coming from persons familiar with the particular trade, they can be identified. See for instance, Salabes v. Castelberg Sons, 98 Md. 645, 57 A. 20, 64 L.R.A. 800; United States Fire Ins. Co. v. Merrick, 171 Md. 476, 190 A. 335; In re Putney Granite Co., D.C.Md., 14 F. Supp. 31; State to Use of Horsey v. Maryland Casualty Co., 164 Md. 69, 163 A. 856 (all relating to chattel mortgages); Tilton v. H.M. Wade Mfg. Co., 4 Cir., 2 F.2d 358; In re Lowrey, 4 Cir., 40 F.2d 321; Floyd v. C. Nelson Mfg. Co., 5 Cir., 93 F.2d 857 (all conditional sales contracts). Counsel for the trustee argues that in addition to the two articles held insufficiently described by the referee, he should also have held the description insufficient as to the remaining 8 articles sought to be reclaimed.
As in the case of absolute sales and chattel mortgages, a description of the property which is the subject of the conditional sale is essential. National Foods, Inc., v. Friedrich, 173 Miss. 717, 163 So. 126; Evans v. Junius Hart Piano House, 140 Miss. 467, 106 So. 9; Burroughs Adding Mach. Co. v. Robertson, 9 F.2d 619; Tilton v. H.M. Wade Mfg. Co., 2 F.2d 358; In Re Thaler, 1 F.2d 461; 55 C.J. 1203, Sec. 1181. The court erred in not sustaining our motion to exclude the evidence when plaintiff rested, and in overruling our peremptory instruction.
This court is unable to find controlling precedent in the State of New York but the great weight of authority applies the same general rule in chattel mortgage and conditional sales contracts as follows: "If the description given in the recorded instrument is sufficient to suggest a course of inquiry concerning the property it is not necessary that the property should be capable of identification from the terms of the instrument itself, but the purchaser will be charged with notice of the extrinsic or parol facts ascertainable by pursuing such inquiry; and if such inquiry would naturally lead to identification of the property, the description is sufficient". ( Tilton v. Wade Mfg. Co., 2 F.2d 358; Tokheim Oil Tank Pump Co. v. Fentress, 33 F.2d 730; Matter of Fineman, 150 F. Supp. 875; Rogers v. Whitney, 91 Vt. 79; Kammeier v. Chauvet, 186 Iowa 958.) The conditional sales contract herein describes the personal property in general terms but it does give the date of purchase as January 12, 1962 and provides that said personal property is to be kept at 207-209 Broadway, Schenectady, New York.