Pacific Slope Securities Co. v. Lloyd

STURTEVANT, J.

The plaintiff brought an action against the defendant to recover a judgment for moneys had and received, the trial court entered a judgment in its favor, and the defendant has appealed and has brought up the judgment-roll and a bill of exceptions.

The pleadings contained numerous irrelevant matters, the findings are subject to the same criticism, and much irrelevant and immaterial testimony was received. We shall touch on only those matters that seem to us to he material.

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For a time prior to the month of December, 1909, the Pacific Slope Securities Company and the Pacific Surety Company were competitors doing business in the state of California. In the early part of December a campaign was launched looking toward the purchase of the stock of the Pacific Surety Company by its rival, the plaintiff in this case. By pledging its own properties, and by others pledging their properties, $475,000 was borrowed and placed on deposit in the Western National Bank of San Francisco. On the thirteenth day of December, 1909, the board of directors of the plaintiff corporation passed a resolution as follows: “Resolved, "That the Western National Bank of San Francisco be, and it is hereby instructed to disburse all moneys borrowed by this corporation and through the notes of others for the use of this corporation, directly or indirectly, for the purpose of bringing about the purchase of shares of stock in the Pacific Surety Company, on the order of William V. Lloyd, he being hereby appointed agent and trustee for this corporation in said transaction with full authority and power.” The way that William V. Lloyd came to be named in the resolution is best stated in the language of the witness: “I am the brother of the defendant, Fred B. Lloyd. I did not on or about December 13, 1909, have any connection with the Pacific Slope Securities Company and never to my knowledge acted for that company on any behalf whatever. The way I came to be named in the resolution was that Fred B. Lloyd asked me to act as a trustee in protection of his interest. He told me also that some resolutions had been passed or something whereby the Western Metropolis Bank required my signature; that the affair had been withdrawn, but that the bank required my signature anyway and that I should go over and sign a paper with Mr. Childers. I did go to the bank. Mr. Childers signed a paper and then pointed out where I was to sign and I signed. That was the extent of my connection with the matter. I do not know what the paper was. I had never been advised of any purchase of stock of Pacific Surety Company and I had no connection with it. I knew nothing about any resolutions. I had never been told or requested to disburse moneys on account of Pacific Slope Securities Company and never received any of the money or knew of the disbursement. The only thing I ever