Great Western Manufacturing Co. v. Porter

Citations

• 103 Kan. 84
• 172 P. 1018
• 1918 Kan. LEXIS 190

Syllabus

<p>SYLLABUS BY THE COURT.</p> <p>A. Building Contract — Guaranty of Payment — Recitals in Minutes of Corporation as Evidence — Ratification. The plaintiff furnished to a building contractor certain machinery supplies for an elevator upon receipt of a letter from the secretary of the elevator association that the latter would guarantee the payment of the supplies. The minutes of the corporation recited:</p> <p>“Directors Meeting, Oct. 2d, 1915.</p> <p>“The Secretary is hereby instructed to write the Great Western Manufacturing Company, . . . that the . . . Association will guarantee the payment of machinery going into the elevator now under construction b'y G. A. Porter, under contract.”</p> <p>The by-laws of the association provided for monthly meetings at which all officers should submit statements showing all transactions since the last meeting. The corporate minutes and the secretary’s action stood unchallenged for several months and until the association was called upon to pay under its guaranty. Held, that the minutes of the corporate record could not! be impeached by the parol evidence of the directors who did not remember the directors’ meeting or what transpired thereat; that the association is estopped to dispute the accuracy of its corporate minutes;, that by inaction of the board of directors at their subsequent monthly meetings the association acquiesced in and ratified the conduct of the secretary.</p> <p>2. Same — Notice of Acceptance of Guaranty Unnecessary: Notice of an acceptance of a guaranty is not necessary; compliance or performance by the party for whose protection the guaranty is given sufficient-1following Platter v. Green, 26 Kan. 252.</p> <p>S. Same — Judgment against Guarantor Ordered. Where all the controlling facts to determine a liability are established, and the defense to the liability wholly fails, a new trial is unnecessary, and final judgment on the liability should be ordered.</p>