Nolte v. Southern California Home Building Co.

LEONARD, J.,

pro tem.

This is an appeal from a judgment in favor of the defendants in an action upon a promissory note for $34,500, executed by the defendant, Southern California Home Building Company, a corporation, hereafter called the company, and guaranteed by the defendants, J. B. Coker and Regina W. Coker. They were president and secretary respectively, of the company and owned practically all of its capital stock.

Appellant had, from time to time, for a number of years, loaned money to respondents. On October 1, 1932, the respondents’ joint indebtedness to appellant amounted to the total sum of $34,500. On that date, a note for that amount

[533]

was given by the company to appellant, and at the same time, •or later, the Cokers guaranteed its payment. Certain collateral and other security was given to appellant as security therefor.

Thereafter, and some days prior to February 3, 1937, the company, being in default in the payment of both principal and interest of said note, and being somewhat financially embarrassed (if not in fact insolvent), through its president, J. B. Coker, entered into certain oral negotiations with appellant for a settlement of said note. These negotiations led to an oral agreement of settlement under the terms of which certain real estate and collaterals belonging to the company were to be transferred to appellant, and he was to surrender to the company certain other securities held by him.

After the oral agreement had been made, it was agreed that appellant and J. B. Coker would meet at the law office of E. L. Seavey and have him prepare a written instrument to evidence their oral agreement. On or about February 3, 1937, appellant and Coker met at Seavey’s office and Coker, in the presence of appellant and without any objections on his part, outlined to Seavey the oral agreement and requested him to reduce it to writing.

This was done, and on February 3, 1937, Seavey delivered two copies thereof to appellant, who took them to Coker for the company’s signature. They were signed by the company, and one of the signed copies delivered to appellant. He did not sign it nor did he object to it. Neither of the parties, apparently, raised any question about his signing it. No new negotiations concerning the settlement were had in Seavey’s office.