Boggs v. Lakeport Agricultural Park Ass'n

Citations

• 111 Cal. 354
• 43 P. 1106
• 1896 Cal. LEXIS 587

Syllabus

<p>Corporations—Authority to Execute Mortgage—Unrecorded Resolutions of Directors—Loss of Rough Minutes—Parol Evidence. In an action to foreclose a mortgage not under seal, executed in the name of the corporation defendant, unrecorded resolutions of the board of directors of the corporation, the rough minutes of which had been lost, by which the mortgage was in fact authorized, may he proved by ..parol evidence without reference to what may have been the contents of the lost memorandum.</p> <p>Id.—Records of Corporation—Secondary Evidence.—It is the duly authenticated record in the books of the corporation, which is the best evidence, and the rough notes of the meetings are as much secondary evidence as the testimony of witnesses, and, in the absence of an authenticated record, any competent secondary evidence may be admitted to show what the act of the board was.</p> <p>• Id.—Ratification—Pleading—Evidence.-—A ratification by the board of directors of the action of the president and secretary of the corporation in executing a mortgage of property purchased by the corporation, is equivalent to a previous authority; and such ratification is involved in the issue as to whether the mortgage was executed by the corporation, and may he proved thereunder without being specially pleaded.</p>