121 Wash. 393 | Wash. | 1922
In August, 1919, appellants, being then the owners or in control of all of the capital stock of
It is first urged that the trial court erred in finding that certain accounts receivable in the sum of $180.91, shown on the book's, to which offsets to the full amount, not shown by the books, were claimed and established, could be claimed by respondents under the guarantees of the contract. It is self evident that these accounts receivable were wiped out by the (to respondents) unknown offsets, and the total of the accounts receivable
The next assignment of error involves personal property taxes for the year 1919. The assessment was made presumably as of March 1, 1919, and our statute, Rem. Compiled Stat., § 11272, makes the tax a lien from the date of the assessment. The sale was made August 28, 1919, after the lien had thus accrued. Under the statute and the authority of Puget Sound Power & Light Co. v. Seattle, 117 Wash. 351, 201 Pac. 449, we must hold that this tax was a liability of the corporation within the meaning of the contract.
After purchasing the capital stock, respondents employed an expert to audit the books of the corporation. He discovered certain matters which were called to the attention of the national internal revenue officials, resulting in the corporation being obliged to pay nearly $3,000 in income taxes for the years 1916, 1917 and 1918. The trial court allowed this payment as a credit to respondents, and that ruling is assigned as error.
Appellants contend that this income tax was not a debt or indebtedness of the corporation within the terms or spirit of the contract. If the technical definition of the term “debt” as used by Blackstone is to govern, there are not wanting authorities which hold that taxes are not debts; but we think, under the modern use of the term, and within the spirit of the contract under consideration, the corporation was indebted
It is finally contended that the court erred in refusing to sanction the payment of salaries of the employees of the corporation out of the funds in bank at the time the contract was made. The contract does not make mention of the money in bank to the credit of the corporation, or make any guarantees with reference thereto. There, was evidence admitted, hut afterwards stricken, to the effect that when the transaction was nearing completion, and after the contract had been signed by. appellants and by respondents Helm and Babcock, but not by respondent Camp, he not being-present, the question of salaries due employees arose, and that Mr. Helm then said: “There is plenty of money in the bank to pay it up. Why just go ahead and make out the checks for it and get that out of the way.” This testimony seems to have been held incompetent upon the theory that the contract was not then signed by Camp, did not become effective until so signed, and therefore the oral agreement, if there was« one, was made before the written contract, and was superseded by the written contract. While respondents. were not partners, they were engaged in a joint venture, and two had signed the written instrument in :the belief that the third would sign or acquiesce therein,, which he afterwards did. Under this state of facts, we think, in the interest of substantial justice, it should ,b,e held that the respondents present and who did sign
“As a general rule, each one of several joint adventurers has power to bind the others in matters which are strictly within the scope of the joint enterprise. . . . A joint adventurer can of course bind his associates in a matter respecting which express or apparent authority is given. On principles similar to those by which one joint adventurer is bound by the acts of another, knowledge of one coadventurer within the scope of the common enterprise is the knowledge of all.” 15 R. C. L. 505.
In the absence of a prompt repudiation by respondent Camp, under the facts here shown, we think he should be held to be bound by any modifying agreement made by his coadventurers.
The item here involved is said to amount to $550, but we cannot direct that the judgment be increased by that amount, as by reason of the striking of the testimony, respondents made no attempt to meet it, and they may be in position to prove that no such conversation took place.
The cause will be remanded that the trial court may hear the evidence of both parties on this issue.
Appellants will recover their costs here.
Parker, C. J., Fullerton, Mitchell, and Bridges, JJ., concur.