Name. Assignment. Words, "Future earnings," "Future wages." In the absence of fraud and where both parties act in good faith, an individual contractor may make a lawful contract to furnish materials to a city under a name which purports to be that of a corporation and may make a lawful assignment in writing of the money which he is to receive under the contract, signing it in such corporate name by a certain person as president, although there is no corporation of that name and the only connection with the contract of the person named as president is that of a foreman employed by the contractor.
The money to be received under a contract to furnish a city with sand, gravel and crushed stone is not "future earnings" within the meaning of St. 1905, c. 308, nor "future wages" within the meaning of St. 1906, c. 390.
If a person, who holds an assignment in writing of the price to be received by a contractor under a contract to furnish a city with certain materials, causes the assignment to be recorded in the office of the city clerk of the city where the assignor resides, this has no effect upon the construction of the assignment and cannot convert it into an assignment of "future earnings" within the meaning of St. 1905, c. 308, which requires such a recording to make an assignment of future earnings valid against a trustee process.
MORTON, J.
The issue in this case relates to the validity of the assignment under which the claimant asserts title to the funds in the hands and possession of the trustee. The case was tried in the Superior Court, on appeal from the Municipal Court of the City of Boston, without a jury, and the judge found in favor of the claimant. The defendant was defaulted. The case is here on exceptions by the plaintiff to the refusal of the judge to give certain rulings that were requested by it. The first ruling asked for was given; the others were refused.
The assignment was executed by the defendant in the name of "Bay State Contracting Company, Thomas Hurley, Pres." The judge found that the defendant had previously made a contract with the city of Boston under the same name, and that for advances made when the assignment was executed and to be made thereafter, he assigned to the claimant by the assignment in question the payments to become due under that contract. The judge also found that when the trustee process was served the defendant was indebted to the claimant for a larger amount than the amount then due to the defendant from the city of Boston under the contract. And he further found that the defendant previously had done business under the name of the Bay State Contracting Company. There was no finding of fraud or of anything tending to show that the claimant and the defendant acted otherwise than in good faith.
It is well settled that a person or corporation may assume or be known by different names, and contract accordingly, and that contracts so entered into will be valid and binding if unaffected by fraud. Minot v. Curtis, 7 Mass. 441. Melledge v. Boston Iron Co. 5 Cush. 158, 176. Gifford v. Rockett, 121 Mass. 431. The validity, so far as third parties are concerned, of contracts entered into by a person or corporation under a name other than his or its own proper name does not depend upon whether he or it is as well known by that name as by his or its true name, but upon whether quoad the particular transaction, the name is used in good faith by the party adopting it as a descriptio personæ. It follows that the second request was rightly refused.
The third and fourth rulings requested were based on a view which treated the assignment as an assignment of future earnings or future wages under St. 1905, c. 308, and St. 1906, c. 390. The contention thus made is disposed of by Chester v. McDonald, 185 Mass. 54. The words "future earnings" or "future wages" in the statutes referred to can have no different meaning from the words "future earnings" in R.L.c. 189, § 34, which were the subject of consideration in that case. The facts in that case were very similar to those in the case before us, and that case must be regarded as decisive of this. The third and fourth rulings requested were properly refused.
The fact that the claimant caused the assignment to be recorded cannot convert into an assignment of future earnings an instrument of a different character or affect the construction to be given to it. The fifth instruction requested was properly refused.
Exceptions overruled.