Lawrence v. Long Beach Pleasure Pier Co.

SLOANE, J.

This appeal is taken under the alternative plan. It involves a typewritten transcript of 370 pages, one hundred typewritten pages of pleadings, including an original and four amended complaints, a cross-complaint and full complement of demurrers, motions, and answers, and represents the activities of several resourceful lawyers. In the final analysis, however, it seems to resolve itself into a simple action on the cross-complaint to recover on a promissory note, and an answer thereto setting up fraud in procuring the execution of the note, failure of consideration and denial of cross-complainants’ ownership of the note. The original action was abandoned. The judgment appealed from is on the cross-complaint in favor of the cross-defendant, Henry Lawrence, the maker of the note, under findings of the court to the effect that he executed the note in question, which was made payable to his own order, indorsed by himself, and delivered to the cross-complainants, S. H. Ward and R. H. Mullineaux, as agents of the M. M. & W. Syndicate, a corporation, which was not a party to the action. The court further found that the note was given without consideration, and without a meeting of the minds of the parties and, that cross-complainants, appellants here, did not become the owners of it. The findings were against the fraudulent misrepresentations and inducements set out in the answer to the cross-complaint, but held that the respondent did not read the note before signing it, or know its nature or contents, but signed it in the belief that he was signing an option whereby he was agreeing to sell certain shares of stock in a corporation.

There is much evidence in the record—taking into account the apparent stupidity and lack of comprehension of the respondent, and the fact that he was a foreigner without much business experience—which might have justified a finding that the note was executed through fraud and misrepre

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sentation. But in the absence of a finding of such fraud, the circumstances of the signing and indorsement of the note by respondent were such as would establish a valid obligation; and the contract signed by him and the receipt for his note in payment of the corporate stock for which it was given show a complete meeting of the minds of the parties to the transaction, and that the note was given in consideration of the purchase of this corporate stock. The certificate of stock having been issued to respondent and left at his house for him in pursuance of the contract, constituted a sufficient delivery, which was not defeated by his refusal to retain it and its return to appellants.