116 Wis. 137 | Wis. | 1902
The trial court found that all of the moneys •claimed were advanced by Douglas for the use and benefit of the corporation with the knowledge, approval, and consent, and upon request, of all the stockholders, officers, and directors. Such consent and request of the directors is tantamount to that of the corporation, when, as appears from the evidence, they were all together in consultation as to the policy and conduct of the corporate affairs, and when a decision so reached by them has been acted on to the detriment of the actor. Formal notice or record of any such meeting is not essential. Northwestern Fuel Co. v. Lee, 102 Wis. 426, 78 N. W. 584; Heinze v. South Green Bay L. & D. Co. 109 Wis. 99, 105, 85 N. W. 145; Goodvin v. Nichols, 109 Wis. 672, 85 N. W. 501; St. Clair v. Rutledge, 115 Wis. 583, 92 N. W. 234; Lowe v. Ring, 115 Wis. 575, 92 N. W. 238. This finding is fully supported by the evidence; indeed, is substantially •confirmed by all the witnesses, except as they labor under some mental confusion as to the difference between the corporation and themselves. From these facts resulted, upon most elementary principles, an implied contract of the corporation to repay these advances, upon which the liability was immediately enforceable in the absence of any countervailing express stipulations. That stipulations were made to the effect that such
Plaintiff, on bis appeal, complains of disallowance of interest from the time of making the advances to commencement of the action. Tbe general rule on this subject is well rsettled. Defendant is liable for interest from the time wben it became its legal duty to pay the debt. Laycock v. Parker, 103 Wis. 161, 79 N. W. 327; Smith v. Putnam, 107 Wis. 155, 168, 82 N. W. 1077, 83 N. W. 288. That time was in- • definite. It became fixed only wben the creditor exercised 'bis election to declare the term of credit at an end. Of any rsueb declaration there is no evidence until made by commencing suit; bence the judgment allowing interest from that •date only is correct.
By the Court. — Judgment affirmed on botb appeals.