Patrizzi Equipment & Supply Co. v. General Dynamics Corp.

KINGSLEY, J.

Plaintiff brought suit against General Dynamics Corporation Convair Division (hereinafter referred to as “Convair”) to recover the purchase price of certain aircraft parts allegedly sold by plaintiff to Convair. Convair answered and cross-complained, admitting liability in the amount claimed, but alleging that it was uncertain whether that liability lay to plaintiff or to cross-defendant bank. Pursuant to stipulation, Convair paid the amount involved into court and the matter proceeded as an inter-pleader action between plaintiff and the bank on their respective answers to the cross-complaint. After four days of trial without a jury, the court gave judgment against the bank and it has appealed.

Preliminarily it should be stated that Charles A. Patrizzi was the sole owner of plaintiff corporation (Patrizzi Equipment and Supply Company). In his individual capacity and as owner of that corporation, Patrizzi also did business as General Equipment and Supply Company. The latter name was also that of a Nevada corporation which existed for part of the time herein involved. However no claim was made on behalf of the Nevada corporation and we deem its existence, and its status as authorized to do business in California, as immaterial.

As we are required to do on appeal, we state the facts most favorable to respondent. So viewed, the simple story of this case is as follows:

A corporation known as Bone Engineering Corporation (hereinafter called “Bone”) was engaged in the business of manufacturing parts for the use of various aircraft manufacturers. Sometime in early 1960 Patrizzi became associated with Bone as a sales representative. This association was not exclusive, Patrizzi, with the consent of Bone, continuing to act both for himself and for plaintiff corporation in solicit

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ing orders. In early summer Patrizzi was requested by Bone’s principal stockholder to assume administrative direction of Bone. It is not clear just when this became effective, but Patrizzi was acting as president of Bone by early September and when the events herein involved took place. .

In September 1960 Bone arranged to borrow a substantial amount of money from cross-defendant bank, the loan to be secured by an assignment of outstanding orders placed with Bone by Convair. Originally Bone executed a blanket assignment of all orders from Convair. Because Convair refused to agree to such a general assignment, a new assignment, listing specific purchase orders by identifying numbers, was executed by Bone, and accepted by Convair and the bank.