This action was initiated by an inter-pleader. Rex and Harold Furness, dba Furness Bros., purchased hay harvested from a 320 acre tract in Jefferson County. However, because two parties were making conflicting claims of ownership to the land and to the hay grown on it, Furness Bros, deposited the purchase price of the hay with the district court to let the district court resolve the dispute. Thus, the real parties in interest in this action are appellant Lav-ere F. Park and respondent C. K. Cattle, Inc., the parties claiming ownership of the hay and the land.
The property in question had originally been owned by William T. and Theola Simmons. The Simmonses sold their interest in the property to Lavere Park and his wife Gertrude in a real estate agreement dated November 2, 1972. The agreement called for the Parks to make a $25,000 down payment, pay the remaining $71,000 of the purchase price in monthly installments of $588.83, and make certain additional interest payments. The Parks in turn executed a written agreement dated November 3, 1972, which assigned their rights in the Simmons contract to C. K. Cattle Co. C. K. Cattle claimed that it acquired all the Parks’ interest in the Simmons property through this assignment by paying the Parks $25,000 plus assuming the unpaid balance of their contract with the Simmonses. The Parks, on the other hand, claimed that in the spring of 1973 they had been fraudulently induced to sign the assignment which was back-dated to November 3, 1972, to shield their sons’ dairy operation upon the property from creditors, never intending to give up their interest in the land; that they had not received fair consideration for the Simmons property; and that as a result they had been defrauded of the Simmons property and were entitled to regain it and the hay crop which resulted in the inter-pleaded funds. The district court found that C. K. Cattle had acquired the Simmons property from the Parks for $25,000 consideration, and that this transaction had not been part of a scheme in which the Parks had given up their interest in the Simmons property without intending to do so or without receiving the consideration they had expected. 1 It therefore concluded that respondent C. K. Cattle Co. was entitled to retain the real property and was entitled to the interpleaded fund. The appellant Park *620 has assigned all of the district court’s material findings of fact as error.
The evidence offered in this case was sharply conflicting. The testimony offered by Mark Clark, C. K.’s principal stockholder and executive officer, differed sharply from that given by Lavere Park. The testimony given by Simmons sometimes supported Clark’s testimony and other times supported the Parks’. The findings of the district court generally followed the testimony of Clark and C. K.’s witnesses rather than that of Park and his witnesses. All of the material findings assigned as error were supported by the testimony of Clark, Simmons, the documentation or other witnesses or reasonable inferences from their testimony, and thus, they will not be set aside upon appeal. I.R.C.P. 52(a);
Williams v. Paxton,
Our affirmance of the findings of fact of the trial court does not, however, dispose of all the issues presented in this appeal. Park argues that the assignment of the Parks’ interest in the Simmons property to C. K. Cattle was ineffective because at the time of transfer C. K. Cattle had not filed its articles of incorporation in Bannock County, the county in which the registered office of the corporation was located, or Jefferson County, the county in which the Simmons property was located, nor were the articles later filed within sixty days of the transfer of the interest. It is apparent that C. K. was not in compliance with the following requirement of I.C. § 30-108, the section dealing with filings of articles of incorporation of domestic corporations:
“30-108. Filing and recording articles of incorporation.—
“3. . . . One (1) of the sets of the articles of incorporation shall then be filed for record in the office of the county recorder of the county in which the registered office of the corporation is situated
“4. No corporation formed under the provisions of this act [the act providing for incorporation in Idaho] shall purchase, locate or hold real property in any county of this state without filing a copy of its articles of incorporation ... in the office of the county recorder of the county in which such property is situated, within sixty (60) days after such purchase or location is made. Any corporation failing to comply with the provisions of this section must not, while so in default maintain or defend any action or proceeding in relation to such real property.”
C. K. filed the necessary articles of incorporation after this action was initiated by the Furnesses. The questions presented are whether the transfer of the real property interest to C. K. Cattle was ineffective because the articles had not been filed within sixty days of the acquisition of the property and whether the late filing of the articles removed all impediments to C. K. acquiring any interest in the land and participating in this action. We hold that the late filing cured any statutory disabilities involving C. K.’s acquisition of real property rights and participation in the suit.
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In
Twin Harbors Lumber Co. v. Carrico,
The appellant has also raised several questions dealing with the assignment of the Simmons’ property concerning proof that Lavere Park’s wife Gertrude signed and acknowledged her transfer of the community realty. I.C. § 32-912 requires both husband and wife to execute and acknowledge instruments conveying their community real property for the conveyance to be effective. 3 Lavere Park argues that the evidence does not show that either he or his wife’s signature was ever acknowledged before the notary. However, a husband or wife challenging the validity of the acknowledgment of a document which he or she admittedly signed must carry the burden of showing that it was never acknowledged.
“In Idaho a certificate of acknowledgment, complete and regular on its face, raises a presumption in favor of the truth of every fact recited therein, and the burden of proving a state of facts which will overcome the probative force of the certificate is upon the party assailing it. Clegg v. Eustace,40 Idaho 651 ,237 P. 438 (1925). This burden must be met by clear and convincing evidence (Sneddon v. Birch,39 Idaho 720 ,230 P. 29 (1924)), and the uncorroborated testimony of the party acknowledging the instrument is insufficient to overcome the force of the certificate. Clegg v. Eustace, supra.” Credit Bureau of Preston v. Sleight,92 Idaho 210 , 215,440 P.2d 143 , 148 (1968).
“This court has heretofore held that a notary’s certificate will not be vacated upon the unsupported testimony of the party bound, where such party in fact signed the instrument attacked.” First Nat. Bk. of Pocatello v. Commercial Union A. Co.,40 Idaho 236 , 250,232 P. 899 , 903 (1925).
Given these presumptions and reviewing the evidence introduced at trial, we uphold the district court’s finding that Gertrude Park’s signature had been properly acknowledged.
Cf. Matter of Estate of Yee,
In other assignments of error related to the transfer of the property, Park argues that the court erred in failing to allow him to explain his understanding of the triangular agreement by which he and his wife, C. K. Cattle and the Simmonses
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once intended to exchange certain properties and of the understanding underlying his assignment of the Simmons place to C. K. Cattle Co. The trial court ruled this testimony inadmissible on the ground that it was hearsay because it was based upon information Park learned from his son Blaine Park, who had been involved in the negotiations. This ruling was erroneous for three reasons. First, while the hearsay rule generally prohibits a witness from relating the statements of other persons for the purposes of proving the truth of the other person’s assertions, it does not prohibit a witness from testifying what his understanding was of an agreement with those other persons, even if the agreement was based upon such conversations.
Simplot Soilbuilders, Inc. v. Leavitt,
Next, we will consider two assignments of error dealing with payments that Park argues C. K. Cattle should make to him if this Court upholds the district court’s determination that C. K. Cattle owns the Simmons property. After November of 1972, Park made $8,851.60 in payments to Simmons which Simmons applied against the unpaid principal and interest owed on the contract which Park had assigned to C. K. Cattle. C. K. Cattle was also making irregular payments to Simmons during this time. Park was awarded judgment against C. K. Cattle for the $8,851.60, but also claims upon appeal that he is entitled to interest on this amount from the time he made the payments to Simmons. While this Court has recognized an entitlement to prejudgment interest on payments due under a contract from the time of the breach of contract or proper demand for payment,
Mitchell v. Flandro,
*623
Park also argues that he is entitled to reimbursement for property taxes he paid on the Simmons property and for payments he made for spraying hay grown on the Simmons property during the time in which he contends he was claiming in good faith to be entitled to the property. The trial court did not err in failing to award such payments. Again, Park did not put these questions at issue in the pleadings nor can it be said that they were considered at trial with the express or implied consent of the parties. Thus, C. K. Cattle did not know that evidence of these payments was introduced to show a claim for reimbursement rather than to show that Park was exercising an owner’s authority over the property. Thus, C. K. Cattle had no reason to question whether appellant Park had gratuitously made payments on behalf of the Park Bros. Dairy, Inc., the corporation run by his sons that was operating on the Simmons property, to benefit that corporation and whether it was that corporation, not C. K. Cattle, which received the benefits of the payments, so it had no opportunity to litigate that point. Accordingly, the trial court did not err in failing to consider these questions. I.R.C.P. 15(b);
Lynch v. Cheney,
Finally, Park argues that the trial court erred in ordering him to pay the Furnesses reasonable attorney fees of $350. However, I.C. § 5-321 provides the following in cases in which the court has discharged an interpleading party from liability after that party has deposited the disputed property with the court:
“A person possessing the property . may insert in his motion for interpleader a request for allowance of his costs and reasonable attorney fees incurred in such action. In ordering the discharge of such party, the court may, in its discretion, award such party his costs and reasonable attorney fees from the amount in dispute which has been deposited with the court. At the time of final judgment in the action, the court may make such further provision for assumption of such costs and attorney fees by one (1) or more of the adverse claimants.....”
The award of attorney fees was authorized by statute and it was not error.
We have reviewed the appellant’s remaining assignments of error and find them to be without merit.
Judgment affirmed. Costs to respondents.
Notes
. The district judge in this case issued a written memorandum decision which apparently served as the basis for the findings of fact and conclusions of law prepared by the respondent’s counsel and signed by the district judge. There is some variation between the district judge’s written decision and the findings of fact and conclusions of law later prepared by counsel and signed by the district judge, but we feel that there has been no material change between the two.
Cf. Compton v. Gilmore,
. Throughout much of his brief the appellant argues that findings of fact based upon the testimony of Mark Clark, C. K. Cattle’s principal owner and executive officer, were not based upon substantial evidence because as a party to the suit Clark was inherently unreliable or because his answers showed inconsistency or evasiveness. C. K. Cattle could as easily characterize Park’s testimony in the same manner and then proceed to argue that it was inherently unreliable. In this case where there were many issues of fact in which the only evidence available was the sharply conflicting testimony of Park or Clark, the district court’s finding of fact accepting the testimony of one of them and rejecting the testimony of the other is precisely the kind of determination that this Court will not disturb upon appeal. We emphasize this because the bulk of the appellant’s assignments of error relating to findings of fact concern findings based upon conflicting evidence of this kind. As this Court has stated many times, when reviewing findings of fact we must review the evidence in the light most favorable to the respondent.
Matter of Estate of Webber,
. The pertinent part of I.C. § 32-912, as it appeared in 1972 and 1973, provides:
“[The husband] can not sell, convey or encumber the community real estate unless the wife join with him in executing and acknowledging the deed or other instrument of conveyance, by which the real estate is sold, conveyed or encumbered; . . . ”
This portion of the section, which was reworded slightly in the 1974 amendments to the section, I.S.L. ch. 194, has been interpreted to mean that instruments conveying community realty, even when signed by both husband and wife, are ineffective unless acknowledged by both husband and wife.
Durant v. Snyder,