The trial court found, among other things:
“That еver since the twenty-seventh day of September, 1917, defendant, Wentworth Lumber Company, was and now is a corpоration duly organized and existing- under and by virtue of the laws of the State of Oregon, with corporate powers to engage in the general lumber business, including the operating ■of sawmills, and the power of borrowing money, but that at thе time of the execution of the $7,500 note, ;as hereinafter mentioned, defendant, Wentworth Lumber Company, had not been incorporated. That as soon as the defendant, Wentworth Lumber Company, was organized the said C. H. Leadbetter was elected its president and manager.
“That heretofore, to wit, on the twenty-ninth day of August, 1917, defendаnts, John E. Westervelt, John*156 F. Worcester, Fred W. Skiff and Harland Went-worth, for the consideration hereinafter mentioned, dnly mаde and executed their respective promissory notes, for the sum of $3,750 each. [Setting out the notes.]
“And then аnd there delivered the same to one certain C. H. Leadbetter, who then held himself ont to plaintiff to be the рresident and general manager of defendant, Wentworth Lumber Company, a corporation, for the purpose of making delivery to said Scandinavian-American Savings Bank of Astoria, Oregon, _ in the event a loan of $7,500 wаs secured from said Scandinavian-American Savings Bank of Astoria, Oregon, a corporation, to the defendant, Wentworth Lumber Company.
“That heretofore, to wit, on the thirtieth day of August, 1917, said Scandinavian-American Savings Bank of Astoria, Oregon, believing that at that time said Wentworth Lumber Company was a corporation, loaned to said pretended Wentworth Lumber Company the sum of $7,500 gold coin of the United States of America, by placing said sum of mоney to the credit of the Wentworth Lumber Company, and that subsequently thereto, said money was withdrawn by checks by said Wentworth Lumber Company. That at the time said loan was made, said C. H. Leadbetter, professing and pretending to aсt as the president and general manager of said Wentworth Lumber Company, a corporation, made, executed and delivered to said Scandinavian-American Savings Bank of Astoria, Oregon, in consideration of said loan a certain promissory note bearing date of the thirtieth day of August, 1917, in words and figures as follows, to wit.”
The court further found that the Wentworth Lumber Company paid the interest on the $7,500 note to December 30, 1918.
The trial court cоncluded that while the Wentworth Lumber Company was not incorporated until after the execution of the notе, by availing itself of the proceeds thereof and paying the interest thereon the
A corporation is bound by a contract made on its behalf by its promoters or agents before its incorporation, if after it is organized, and with full knowledge of all the facts, it assumes the contract and agrees to pay the consideration, or accepts and retains the benefits of the contract, provided the contract is one which the corporation itself might have made in the first instance: 10 Cyc. 262, 263; Schreyer v. Turner Flouring Co.,
“It is good pleading to allege that an act was donе by the defendant, and it is competent to prove that averment by showing that the act was really done by an agent of the defendant thereunto duly authorized, or that it was afterward ratified by the defendant”: Citing Kitchen v. Holmes,42 Or. 252 (70 Pac. 830 ); Levy v. Nevada, C. & O. Ry.,81 Or. 673 (160 Pac. 808 , L. R. A. 1917B, 564); and other authorities.
The question thus raised is foreclosed by the opinions rendered by this court which are authority for the finding that the note of the Wentworth Lumber Company is a valid binding note against that corporation, and that the sureties agreeing to pay the same were also bound.
Finding no error in the record, the judgment of the lower court is affirmed. Aeeibmed.