
    Peter Stathis vs. James Pappas et al.
    
       Third Judicial District, Bridgeport,
    October Term, 1924.
    Wheeler, C. J., Beach, Curtis, Keeler and Kellogg, Js.
    The mere execution and delivery of a bill of sale do not transfer title unless the parties so intend; whether they are prima facie proof of such a transfer, qucere.
    
    Each of the defendants purchased a one-half interest in the plaintiff’s shoe-shining and hat-cleaning business, which they thereafter conducted in partnership until the defendant P learned that the plaintiff had executed and delivered an earlier unrecorded bill of sale of the entire business to the defendant S; whereupon, P abandoned the business and refused to pay the agreed purchase price, for which the plaintiff brought suit. Held that the trial court did not err in rendering judgment for the plaintiff, since the facts conclusively showed that the parties did not intend to transfer title by the earlier bill of sale, and since the subsequent conduct of S and the admissions contained in his pleadings in this action had forever estopped him to deny that the plaintiff had title to the business at the time of the sale to P.
    Argued November 13th
    decided December 1st, 1924.
    Action to recover the amount alleged to be due from the defendant Pappas under his agreement to purchase a one-half interest in the plaintiff’s shoe-shining business, brought to and tried by the Superior Court in Hartford County, Hinman, Jfacts found and judgment rendered for the plaintiff to recover $1,551, from which the said defendant appealed.
    
      No error.
    
    
      Louis M. Schatz, with whom, on the brief, was Nathan A. Schatz, for the appellant (defendant James Pappas).
    
      Abraham S. Bordon, for the appellee (plaintiff).
    
      
       Transferred from first judicial district.
    
   Per Curiam.

The trial court reached the conclusion that the title to the shoe-shining and hat-cleaning business sold by plaintiff to defendant was in the plaintiff at the time of the sale. This conclusion is assigned as error. It raises the question of law whether the subordinate facts legally support this conclusion. This business was on August 18th, 1921, sold'to Charles Stathis and a five-year lease of the premises in which the business was conducted was at the same time assigned to him. He continued in this business until July 5th, 1923, during which period his father, the plaintiff, was in his employ. On this date Charles executed to plaintiff a bill of sale transferring title to this business to plaintiff, and this was duly recorded in the town clerk’s office, but the lease was not assigned to plaintiff. The plaintiff took possession of the business as owner. On the same day he executed and delivered to his son Charles Stathis a bill of sale which was not recorded, nor did Charles take possession of the business, but the plaintiff continued in its possession. The finding states that Charles executed a bill of sale to plaintiff transferring title to the business to him, but it significantly omits to say that the bill of sale to Charles by the plaintiff transferred title to him. Neither does it recite the terms or the consideration. While delivery of possession, as between the parties, was not necessary, it was necessary that the parties should have intended to make, and in fact have made, a transfer of title to this business. Whether a mere recital of the fact that a bill of sale was executed and delivered to Charles by the plaintiff is prima facie proof of a transfer of title we leave undetermined, since it is unlikely that a question of transfer will again arise based upon the single fact of the giving of a bill of sale, without a statement that the parties transferred title by it upon a named consideration, or giving the essential terms of the bill of sale; and since the further facts found in the case now before us make it apparent that the parties never intended to make such transfer and never made it, and Charles has by his conduct forever estopped himself from claiming that the title is not in plaintiff and by his admissions confirmed plaintiff’s title.

From the time of the transfer to him on July 5th, down to his sale of the business on October 4th succeeding, the plaintiff remained in possession of and was conducting this business. On this date he sold one half of the business to defendant Pappas for $1,500, and one half to Charles. As a part of the agreement between plaintiff, defendant and Charles, the defendant deposited $1,500, the purchase price for his one half of the business, with an attorney to hold as a protection to defendant against claims of plaintiff’s creditors, and the attorney filed in the town clerk’s office a notice of intention to sell this business to defendant and Charles Stathis. No claims were presented during the period of fourteen days succeeding October 4th. Plaintiff also agreed at the time of the sale to obtain a transfer of the lease to defendant and Charles and this he obtained on October 9th following. The defendant Pappas and Charles, a few days after the sale, entered into a partnership to conduct this business, and took possession of it and both continued in its undisturbed possession and conduct for nearly two weeks, and during this period no question concerning the title of either in this business was made. At the end of this period, Pappas became dissatisfied with his purchase and returned a key to the store to plaintiff and left the business and has not since had the physical possession of it or any personal part in its conduct. Since Pappas left the business Charles has been in its possession and conduct. So far as appears from the finding the partnership has not been given up. Pappas has refused to pay the $1,500 or to permit the attorney with whom it was deposited to pay the same to plainitff.

Assuming that the mere execution and delivery of the bill of sale, unexplained, were sufficient to make out a prima facie title in Charles on July 5th, his acquiescence in plaintiff’s right to transfer, on October 4th, a one-half interest in the business to Pappas and a one half to himself was a definite recognition of plaintiff’s title to this business and estopped him from ever after asserting title to it or denying that plaintiff had title at that time. Since Charles is the only person who defendant Pappas indirectly claims had the title and since. Charles himself has treated the plaintiff as the owner and accepted title to one half of the business from him, and stood by without protest and in acquiescence while plaintiff made the sale to Pappas and himself, there is no one who can contest plaintiff’s right to make the transfer to Pappas.

In addition, Charles was made a party defendant and in his answer admits that plaintiff sold to defendant and himself his business, which is a specific admission of plaintiff’s ownership at the time of the sale.

These facts show as a matter of law that the bill of sale to Charles was never intended to effect a transfer to him of this business and never in fact did so. The only conclusion which logically, hence legally, resulted from the subordinate facts was that which the trial court reached, that the plaintiff had title to this business at the time he sold a half interest to Pappas.

There is no error.  