Warman Steel Casting Co. v. Redondo Beach Chamber of Commerce

JAMES, J.

The appeal in this case is taken by the defendant named in the title and by J. H. Cavanah and W. J. Hess from an adverse judgment, and from an order denying to appellants a new trial.

The Redondo Beach Chamber of Commerce was a voluntary organization of residents of the city of Redondo Beach. A set of by-laws, which constituted the only written evidence as to the purposes of the association and the obligation of its members, contained preliminarily this declaration: “The object of this organization shall be to secure attractions and public entertainments; to foster and encourage commerce; stimulate home trade; secure manufactures; improve and beautify streets and parks; attract tourists; induce immigration and to obtain the organized efforts of our citizens for the better promotion of the best interests of Redondo Beach.” The plaintiff corporation was desirous of securing a site for a factory and the Chamber of Commerce of Redondo Beach was desirous of securing the factory to be located in its city. After a number of conferences, a written proposal was prepared by the Chamber of Commerce, which proposal was accepted in writing by the plaintiff. One of the offers contained in this proposal as made on behalf of.the chamber was to pay a cash bonus to the plaintiff upon certain conditions being fulfilled. In this writing it was stated: “ As you are aware, we represent the entire citizen body of Redondo Beach, and the fund we propose to raise must come from workers themselves, as our crop of capitalists is very small indeed.” The agreement for the payment of the bonus was expressed by the following term: ‘‘ The Chamber of Commerce agrees to give the Warman Steel Co. the sum of two thousand dollars in cash, payable as follows upon the completion of the plant and the operation thereof; $1000 to be paid by the trustee holding the fund of the Chamber of Commerce, upon the Warman Steel Co. furnishing proof that they have expended in wages to employees (exclusive of construction cost, salaries of officials and like expenses) the sum of $20,000, and an additional $1000 when they have paid out in like manner a second amount of $20,000. Both the Re

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dondo Beach Chamber of Commerce and the Warman Steel Co. agree that before the execution of any agreement as hereinbefore proposed, they will show to the satisfaction of each other that the cash necessary to the erection and beginning of operation of the steel plant upon one side, and the payment of bonus and supplying of land upon the other have been provided in fact, and are in the hands of a reliable trustee or trustees, or in bank for the use and purposes contemplated in this agreement.” This latter provision as to the fund, which would make up the amount of the bonus payment, being secured and deposited with a trustee in advance, was not complied with nor insisted upon by the plaintiff. Plaintiff corporation established its plant at Redondo Beach and after operating for some time made a demand upon the Chamber of Commerce that it be paid the bonus agreed upon. At the same time it made a showing by a statement of its secretary giving evidence that it had expended the required amount as wages to employees. The bonus fund had not at that time been collected, but one of the officers of the defendant association succeeded in collecting $1,297.25, which was turned over to the plaintiff, leaving, as alleged by the plaintiff, a balance due it in the sum of $772.44, that being the amount sued for and for which judgment was entered.