Cooper v. Potts

Citations

• 185 Pa. 115
• 39 A. 824
• 1898 Pa. LEXIS 679

Syllabus

<p>Assignment — Equitable assignment — Parol evidence to vary writing— Consideration.</p> <p>R., an insolvent corporation largely indebted to C. & Co., executed, by its treasurer P., before its general assignment for creditors, the following paper: “R. hereby assign to C. & Co. all money due or to become due by M. & Co. for goods consigned by R. to M. & Co., or from any other source.” It did not appear that P. had had any authority to execute the paper, but the corporation, subsequently, by various acts, showed that it had knowledge of the paper, and never repudiated it. The fund raised by the sale of the goods was claimed by C. & Co., and also by the receiver of the corporation. Two witnesses testified that the writing was executed to prevent the goods from being attached prior to the general assignment. Three witnesses testified that the assignment was made for the purpose of preferring C. & Co. Held, (1) that the auditor committed no error in admitting parol evidence to show the consideration-for the execution of the paper; (2) that the paper was a valid equitable assignment; (3) that the finding of the auditor, confirmed by the court below, that the parol evidence was insufficient to vary the terms of the writing would not bo reversed by the Supreme Court; (4) that the knowledge by the corporation of the acts of its secretary and its failure to repudiate them were sufficient to warrant the auditor in considering the assignment ratified.</p>