Mooney v. Mooney Co.

Citations

• 71 Wash. 258
• 128 P. 225
• 1912 Wash. LEXIS 732

Syllabus

<p>Evidence — Parol Evidence to Vary Writing. Upon a sale of a stock of goods to a corporation, pursuant to a written offer and an acceptance in writing, by tbe specific terms of wbicb tbe vendee was to pay for tbe goods by issuing its capital stock for $33,000, it is inadmissible to sbow by oral evidence that tbe vendee assumed an indebtedness of tbe vendor on a note given for money loaned and used in tbe business.</p> <p>Fraudulent Conveyances — Sales in Bulk — Verified Statement of Creditors — Burden of Proof. In an action against a buyer of a stock of good© in bulk, to recover upon an express contract to assume a promissory note of tbe vendor, tbe plaintiff need not prove affirmatively compliance witb tbe sales in bulk law requiring a verified statement of tbe names and addresses of tbe creditors of tbe vendor; and there is no presumption that tbe law was not complied witb.</p> <p>Corporations — Representations—Officers Adversely Interested —Ultra Vires Acts — Estoppel. A corporation is not estopped to question tbe legality of a transaction whereby one of its officers gave tbe note of tbe corporation in renewal of bis personal note, as tbe transaction was presumptively ultra vires, and one dealing witb such officer is presumed to know that be cannot bind the company in matters in wbicb be is adversely interested; especially where tbe company derived no benefit from tbe transaction.</p> <p>Same — Acts op Opficebs — Ratification—Requisites. In such case, there can he no ratification by the corporation through acts of the officer implicated, where a trustee whose authority was a necessary prerequisite had no notice of the acts.</p>