Pacific Drug Co. v. Hamilton
Pacific Drug Co. v. Hamilton
Opinion of the Court
This is an action to recover, upon one cause of action, the purchase price of goods sold and delivered by the plaintiff, Pacific Drug Company of Seattle, to the defend
The only evidence introduced to prove the corporate existence of respondent, and the payment of its license fee, was the testimony of P. S. Norton, who testified that- he was then its president; that it was then a Washington corporation, and that its license fee was then paid. Counsel for appellant contends that this was not competent proof of the corporate existence of respondent, nor of the payment of its license fee. Counsel seem to rely upon §§ 3682 and 3715, Rem. & Bal. Code, which provide for making “prima facie” proof of corporate existence and payment of the license fee by certificate of the secretary of state. Neither of these sections, however, makes this mode of proof exclusive. We have heretofore held that corporate existence may be proven by oral testimony. Yakima Nat. Bank v. Knipe, 6 Wash. 348, 33 Pac. 834; National Bank of Commerce v. Galland, 14 Wash. 502, 45 Pac. 35; Stanford Land Co. v. Steidle, 28 Wash. 72, 68 Pac. 178; State v. Pittam, 32 Wash. 137, 72 Pac. 1042; and that payment of license fee may be proven in the same manner; Miller & Sons v. Simmons, 67 Wash. 294, 121 Pac. 462. We conclude that Mr. Norton’s testimony was sufficient to show the corporate existence of respondent, and also that its license fee had been paid.
Counsel for appellant also contend that the second cause of action must fail for want of proof of the corporate existence of Lowman & Hanford Company and payment of its license fee/ While the corporate existence of Lowman & Hanford
Respondent sought recovery from appellant upon the theory that he was at all the times involved a partner in the concern to which the goods were sold and delivered by respondent and Lowman & Hanford Company, the goods being sold and delivered by them to a concern doing business in
Counsel for appellant make some contention upon the theory that neither respondent nor Lowman & Hanford Company extended credit to the Red Cross Drug Company, for the goods sold, upon the faith of appellant’s being a partner in the business conducted under that name, and that neither knew until after the sale and delivery of the goods that appellant was such partner. This action was not prosecuted by respondent upon the theory that appellant made a direct personal promise to pay for the goods, either before or after their sale and delivery; but upon the theory that he was in fact a partner in the business when the goods were sold and delivered, and thereby became liable through the purchase and receipt of the goods by the Red Cross Drug Company. Since appellant has been found to be such partner, it is immaterial that respondent and Lowman & Hanford Company did not know he was such partner at the time of the sale of the goods to the Red Cross Drug Company. The rule applicable to such cases seems to be well settled, as stated in the text of 30 Cyc. 532, as follows:
“The rule that an undisclosed principal is liable for contracts made, or goods purchased, or benefits secured for him*473 by his agent, applies to a case where there is an undisclosed or dormant partner.”
There is no controversy here as to the goods being sold to the Red Cross Drug Company by respondent and Lowman & Hanford Company, nor as to the amounts due therefor. Other suggested errors, we think, do not require further notice. The judgment is affirmed.
Mount, C. J., Chadwick, Gose, and Citow, JJ., concur.
Reference
- Full Case Name
- Pacific Drug Company v. J. J. Hamilton
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- 13 cases
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- Syllabus
- Corporations — Actions—Conditions Precedent — Proof. The corporate existence and prepayment of license fee, as a prerequisite to suit by a corporation, may be established by oral evidence, notwithstanding Rem. & Bal. Code, §§ 3682 and 3715, providing for “prima facie” proof by the certificate of the secretary of state. Trial — Evidence—Objection—Prima Facie Proof. In an action upon an account assigned by a corporation, an assignment to plaintiff purporting to have been executed by the assistant treasurer of the corporation, is admissible as against the objection “that it did not tend to establish any of the allegations of the complaint.” Corporations — Action by Assignor of Corporation — Assigned Account. In an action upon an account assigned by a corporation, it is not a necessary prerequisite to prove the corporate existence and payment of the license fee of the assignor, which the statute makes a prerequisite to suit by the corporation, where there was prima facie proof of the assignment. Corporations — Representation—Assignment by Officer — Evidence. An assignment of an account by a corporation executed by its assistant treasurer, is prima facie proof of the assignment. Partnership — Sales—Partners—Liability of Partners- — Sales to Firm, An undisclosed partner in a contract to purchase goods is liable on the sale, regardless of whether the sale was made upon the faith of his credit or with knowledge of the partnership relation.