30 P.2d 84 | Mont. | 1934
Insufficiency of verification: Western Plumbing Co. v.Fried,
An unverified report is no report, and a mere pretense at verification is just exactly the same as, and in fact is, no verification. (St. John v. Eberlin,
The indebtedness owing to the plaintiff became an account stated on March 20, 1931. An annual report, containing all the information required by Chapter 5, Laws of 1927, for the year ending December 31, 1929, was filed within the time provided by law, and likewise a report of the affairs of the corporation for the year ending December 31, 1929, was filed within time. This Act provides that the report shall be signed *281 by any of the officers enumerated therein, and "shall be verified by the oath" of one of such officers. The alleged reports filed were verified by the president, as follows: "That the said report and statement is true to the best of his knowledge and belief."
The trial court, after submission of the cause, entered a judgment dismissing the action. The appeal is from the judgment.
It is the contention of plaintiff that Chapter 5, supra, requires such reports to be verified positively; and, because the reports in question were not verified in that manner, that they were insufficient to relieve the defendants from their liability as directors for failure to report. The defendants contend these reports were sufficient, and therefore the directors were not liable for failure to report; hence the judgment of the trial court was correct.
Plaintiff relies upon the case of Western Plumbing Co. v.Fried,
An affidavit is a written declaration under oath. (Sec. 10632, Rev. Codes 1921; Wertz v. Lamb,
The provisions of Chapter 5, supra, require that the report be "verified by oath." To "verify" means to confirm by oath. (Wertz v. Lamb, supra.) Therefore, when the legislature added the words "by oath," nothing was added to the meaning of the word "verify." The report was required to be confirmed by oath.
Among the items required by Chapter 5 to be included in the[1, 2] report is the amount of the existing debts of the corporation. The report may be made by the president, vice-president, secretary or treasurer of the corporation. Corporations can act only through their officers and agents. Boards of directors may authorize any of the enumerated officers, and, indeed, other agents, to create debts as valid liabilities of corporations. If more than one officer of a corporation is authorized to incur indebtedness, then any of its other officers who attempt to make the verification necessary to the annual report cannot verify it in any other manner than upon information and belief as to obligations which may have been incurred by other duly authorized officers and agents without their presence. Interpretations must be reasonable. (Sec. 8771, Rev. Codes 1921.) The law never requires impossibilities. (Sec. 8760.)
This court, in the case of Smith v. Collis,
Chapter 5, Laws of 1927, does not require the verification shall be made positively. In our opinion, the annual reports were sufficiently verified to comply with this statute.
The judgment is affirmed.
MR. CHIEF JUSTICE CALLAWAY and ASSOCIATE JUSTICES ANGSTMAN, MATTHEWS and STEWART concur.