Hoffman v. Gottstein Investment Co.

Citations

• 101 Wash. 428
• 172 P. 573
• 1918 Wash. LEXIS 859

Syllabus

<p>Corporations—Contracts—Ultra Vires—Promissory Note—Consideration. The payee who surrenders the personal note of the president of a corporation and takes in lieu the note of the corporation does so at his peril, as the act is prima facie unlawful and the note of the corporation without consideration.</p> <p>Same—Contracts-—Ultra Vires—Want oe Consideration — Estoppel—Evidence—Sufficiency. In such case, the evidence fails to show consideration and the corporation is not estopped to set up the illegality of the 'transaction, where it appears that the payee surrendered the president’s personal note without indorsement and did not intend any sale or transfer to the corporation, and it was destroyed and never carried on the books of the corporation, and not brought to the knowledge of other trustees or stockholders, and the maker regarded the corporation note as his personal obligation the same as the other.</p> <p>Same. In such a case, an unexplained indorsement of interest on the corporation note, which was either paid by the president personally or by him from funds of the corporation, is not sufficient evidence of payment and ratification by the corporation, as the president could not ratify his own act when none of the other officers ever ratified it.</p> <p>Appeal—Review—Ixvited Error. Error cannot be assigned on the failure to strike out evidence as to transactions had with a party since deceased which was all brought out in direct response to questions propounded by counsel for appellant.</p>