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A sale is a consensual transaction. The subject matter which passes is to be determined by the intent of the parties, as revealed by the terms of their agreement, in the light of the surrounding circumstances. Wash. Rev. Code § 63.04.040.
Sometime prior to September of 1959, West Coast Airlines, Inc., purchased aircraft engines "A" and "B" for $ 2,280 and $ 2,285 respectively. Prior to September 4, 1959, West Coast sealed each engine in a large metal storage container, or "engine can". Engine "B" had experienced a mechanical failure and was stored for repair or other disposition. At this time, West Coast kept approximately 23 spare engines in the same hangar. However, none was stored in an "engine can". In the course of its operation, West Coast accumulated unuseable scrap metal that was sold to junk dealers. Junk Traders is a commercial scrap metal company engaged exclusively in the purchase, sale and trade of scrap metal. In June, 1960, West Coast's purchasing agent asked Junk Traders to pick up the "cans" along the fence. When the job was completed, Junk Traders had salvaged four truckloads of sealed "cans" and one truckload of "can" halves and other miscellaneous scrap. Junk Traders paid West Coast 2 cents a pound for 20,370 pounds of scrap metal. Through some inadvertance, and wholly unknown to either West Coast or Junk Traders, the two sealed "cans" containing engines "A" and "B" were loaded by Junk Traders' driver and delivered to their junkyard. In July, 1961, a competing junk dealer told Mr. Miner (president of Miner's Aircraft & Engine Service, Inc.) that the two "cans" contained engines that might be of interest to him. Both from his own examination and from conversations with Junk Traders' employees, Mr. Miner knew that the engines had belonged to West Coast. He knew that the engines had a value of approximately $ 3,500 each and that they were not mere scrap metal. He knew that Junk Traders was wholly unaware of the character and value of the engines. He also had reason to know that the junk dealers did not possess the documents required by the United States Federal Aviation Agency (hereinafter called the FAA). Miner advised Junk Traders that West Coast was the only air carrier in the state that used such engines. He told them that, since West Coast had disposed of the engines, they were of no use to anyone else. He convinced Junk Traders that both engines were worth only scrap metal prices. Mr. Miner "purchased" the two engines for Miner's Aircraft. He paid $ 125, based upon their combined weight as scrap metal. Shortly thereafter, Miner's Aircraft purported to sell engine "B" to Robert Clark without the necessary accompanying documents. However, due to subsequent events, Miner's Aircraft never delivered engine "B" to Clark. West Coast brought an action in replevin seeking the return of two aircraft engines from Miner's Aircraft and from respondents Robert Clark and his wife.
Was the trial court’s judgment for West Coast for the return of the two engines from Miner's Aircraft proper?
The court affirmed the trial court's decision, holding that there was no meeting of the minds for the sale of the engines, and therefore there was no contract and no sale of the engines. The court further held that title to the two engines remained in the airline, did not pass from the airline to the scrap dealer, and thus did not pass from the scrap dealer to the supplier. The court noted that a finding that the title did not pass was reasonable because the engines were accidentally taken from the airline's property as misidentified scrap metal, the supplier had actual and reasonable notice of the airline's claim of ownership prior to his attempt to purchase the engines, and the supplier was not damaged by the airline's conduct.