151 P. 704 | Or. | 1915
delivered the opinion of the court.
“Bach and every assignment relates directly or indirectly to the one principal question, viz., the legal effect of the writing involved. ’ ’
This writing about which the entire controversy centers reads thus:
“Mr. B. L. Sabin, Secretary Merchants’ Protective Assn., Portland, Oregon—
“Dear Sir: Please pay to the order of the Wasc0 Warehouse Milling Company, in trust for itself and B. P. Anderson of Haines, Oregon, Grand Yiew Feed & Fuel Company of Grand Yiew, Washington, Gaston Gardens. Company, Portland, Oregon, S. C. Mann, North Powder, Oregon, and R. R. Wilson, of Baker, Oregon, any moneys due or to become due from you on account of the claim of the W. A. Gordon Company against G. B. Knight, and the receipt of said Wasco Warehouse Milling Company will be a receipt to you for said money.
“Dated Portland, Oregon, this 2d day of April, 1914.
“The W. A. Gordon Company,
“Per B. P. Knight,
“Secretary.
“Beceived this notice April 2,1914, 2:45 p. m.
“B, L. Sabin. ”
The testimony as a whole was not sent up, but from the fragments included in the bill of exceptions we gather that W. A. Gordon was the president and general manager of the corporation, exercising practically all the powers thereof; that E. P. Knight was the secretary ; that in the fall of 1913 Gordon left the state, leaving Knight, the secretary, in absolute control of the corporate affairs. The record is silent as to the extent of the corporation’s assets, or as to the number or names of its creditors, and also as to the extent of its liabilities. As already stated, the plaintiff was a creditor, and on April 1st began an action to recover his debt. The Wasco Warehouse Milling Company was also a creditor, and. had been pressing the corporation for a settlement of its claim. Among the assets of the W. A. Gordon Company was a claim against one G. E. Knight, who had made an assignment for the benefit of his creditors, naming Sabin as trustee. As such trustee, Sabin had in his possession on April 2d some moneys which were subject to application upon the claim of the Gordon Company. On that day the secretary of the corporation, in order to avoid a lawsuit with the Wasco Warehouse Milling Company, gave it the order heretofore set out, which was accepted by the Milling Company, subject to the condition that it would
E. P. Knight testified without objection that he was the secretary of the company and was in charge of its business at the time these transactions occurred. This evidence, taken in connection with the form of the order above set out, does not disclose any effort at making such an assignment as is contemplated by the state insolvency act, but simply a partial payment, pro rata, of certain debts of the corporation. It does not in any sense act as a discharge of any debt remaining unpaid, either in whole or in part. It has no other effect than a mere payment pro tanto of such debts.
*462 “Under modern business conditions, where the commonest every-day transactions are corporate acts, it would be intolerable if everything were required to be proven by a special resolution of the board of directors in each instance.”
Finding no error in the record, the judgment of the lower court is affirmed. Affirmed.