
    REO MOTOR CAR CO. v. GOAD MOTOR CO. et al.
    (No. 8312.)
    Court of Civil Appeals of Texas. San Antonio.
    Jan. 8, 1930.
    Rehearing Denied Feb. 5, 1930.
    Dodson & Ezell, of San Antonio, for appellant.
    Charles R. Guinn and Hull & Oliver, all of San Antonio, for appellees.
   SMITH, J.

The Goad Motor Company, San Antonio dealers in Cadillac and La Salle automobiles, sold a Cadillac car to D. F. Young-blood at the price of $3,700. On June 19, 1928, the motor company.and Youngblood entered into an oral agreement by which the latter resold and delivered the car to the former for a credit of $1,850 to be applied upon the purchase price of any other car selected by Youngblood from the company’s stock. This agreement was evidenced by the following letter of confirmation, written by the company to Youngblood, and accepted by the latter:

“Goad Motor Company
“Lexington at Dallas
“San Antonio, Texas
“June 19, 1928.
“Mr. D. F. Youngblood, 4444 S. Presa St., San Antonio, Texas — -Dear Mr. Youngblood: In line with our telephone conversation this A. M. we wish to confirm our verbal understanding relative to the sale of your 314 Cadillac Seven Passenger Sedan.
“We have set up a credit of $1,850.00 which you are at liberty to use against the purchase price of any Cadillac or La'Salle Automobile between now and October 1,1928.
“We trust that you will find the above to be in order and in line with the agreement between you and our Mr. O. H, Taylor.
“Assuring that we are indeed grateful to you for this order, we are
“Sincerely Yours, H. P. Dotson,
“Vice President, Goad Motor Company.”

Thereafter Youngblood purchased an automobile from the Reo Motor Car Company, of San Antonio, and as part payment therefor assigned said letter ‘of credit to the Reo Company, which in turn assigned it to one J. V. Bell who tendered it to the Goad Motor Company as part payment of a new car purchased by him from said company. The latter refused to allow Bell any credit on account of said assigned instrument, or to recognize the same as an obligation on its part to the as-signee. Bell then in turn assigned the contract to the Reo Company. On the same day the Goad Company brought this suit against the Reo Company, Youngblood, Bell, and another, seeking to cancel said credit memorandum, upon allegation that each of the defendants was claiming some sort of interest in said instrument, and plaintiff did not know who the true owner was. It was further alleged that the credit memorandum was given Youngblood on account of peculiar, personal and confidential relations with him, and was therefore not assignable by him; that the car turned in by Youngblood to the company in consideration of said credit of $1,850 required repairs before it could be resold for said amount; and that the company made such re pairs, which, with commissions and other expenses incident -to the same, amounted to $429, leaving a balance upon said credit of $1,371, which the company tendered into court to be paid over to the defendant adjudged by the court to be the -true owner of said credit. • The company also sought to recover attorneys fees in the sum of $250, together with costs. In a jury trial judgment was rendered decreeing tlie Reo Company to be tbe owner of tbe credit memorandum, and awarding it tbe amount of said credit (plus an additional item of $100 conceded to be due it), less tbe offset of $429 claimed by tbe Goad Company. Tbe Reo Company bas appealed.

Tbe credit memorandum bad all tbe force and effect of any other written contract, and should be enforced according to its expressed provisions, in tbe absence of allegations and proof of fraud, accident, or mistake in its execution, or ambiguity in its language. There were no allegations or proof of such infirmities in this instance. There were no allegations or proof that tbe amount of credit extended Youngblood iri tbe memorandum was to be reduced by tbe cost of repairs, to be made upon tbe returned car, or by any commission to be allowed tbe company upon ‘its resale. The contract was, simply, that Young-blood would be allowed a credit of $1,850 upon tbe current list price of any.car be should choose from appellee’s stock; that be could purchase such car by surrendering tbe memorandum to tbe company and paying in cash tbe difference between $1,850 and tbe list price. Such an offer was made by Bell, acting for tbe assignor, tbe Reo Company, and rejected by appellee. By this course it became liable to tbe assignee for tbe amount of tbe credit. Tbe jury finding that Youngblood knew, “at tbe time be traded in bis car to appellee, that repairs bad to be made on same in order for the Goad Motor Company to sell it and allow him $1,850 for tbe same on tbe purchase price of a new automobile,” does not affect tbe case, since Youngblood did not assume to bear tbe expense of those repairs, or guarantee tbe resale price of tbe car.

Tbe credit memorandum was assignable, under tbe Negotiable Instruments Act (article 569, R. S. 1925), which provides that “tbe obligee or assignee of any written instrument not negotiable by tbe law merchant, may by assignment transfer all bis interest therein to another.” There was no provision in this instrument which either expressly or impliedly prohibited its assignment, nor did the rights of tbe parties thereto involve any personal confidence or trust, or tbe giving of credit, which would affect its assignability. Packard North Texas Motor Co. v. Franklin Motor Co. (Tex. Civ. App.) 299 S. W. 692. Tbe fact urged by appellee that the latter took in Youngblood’s ear partly in order to satisfy a dissatisfied purchaser does not affect tbe assignability of tbe credit memorandum given by appellee to the purchaser in the transaction. It was given unqualifiedly without restriction as to its assignability. Tbe case cited is in point, and is conclusive upon tbe question of assignability.

Appellee contends that by assigning tbe contract Youngblood thereby repudiated it, but we do not understand such to be the legal effect of assignment. We think tbe act of assignment amounted to an affirmation, rather than repudiation, of tbe contract.

Tbe judgment is reversed, and judgment is here rendered that appellant recover upon its cross-action against appellee tbe sum of $1,-950, with interest thereon from September 8, 1928, and all costs of suit.  