Read v. Buffum
Before: Sharpstein
Synopsis
Assignment by Corporation—Proof of Authority of Officer.—Am instrument purporting to be an assignment of an account by a corporation, executed in the name of the corporation by its secretary, cannot be taken as the valid act of the corporation without proof that the secretary had power to make it.
Id.—Ratification by Directors after Suit by Assignee,—A ratification of such an attempted assignment, made by the board of directors of the corporation after an action has been commenced on the account by the assignee, is too late to be availing to the assignee.
Id, — Denial of Assignment on Information and Belief. — In an action by an assignee of an account, an answer alleging that the defendant has no information or belief sufficient to enable him to answer the allegations of a particular paragraph of the complaint, which contains the averment of the assignment, and for that reason denying all and singular the allegations contained in such paragraph, is sufficient to raise an issue as to the fact of the assignment.
Sharpstein, J. The plaintiff sues as the assignee of the California Powder Works, a corporation, for money alleged to be due for goods, wares, and merchandise sold and delivered by said corporation to the defendant. The defendant in his answer denies the allegation of his indebtedness to said corporation, and denies the assignment of said alleged indebtedness to the plaintiff.
And as a further and separate answer, and as a defense to said action, alleges:—
“That at all the times stated in said amended complaint the defendant was, and is now, a resident of the territory of Arizona, and has not at any of said times [79]been within the state of California; that defendant purchased, between the seventh day of April, 1882, and the twentieth day of May, 1883, at the territory of Arizona, certain goods, wares, and merchandise which are alleged in the said amended complaint to have been purchased by said defendant from the said California Powder Works at the city and county of San Francisco.”
He further alleges that the action is barred by certain provisions of the laws of the territory of Arizona, and by the provisions of sections 361 and 339 of the Code of Civil Procedure of this state.
One Sol. Lewis filed a complaint in intervention, to which the plaintiff filed an answer.
Upon the issues raised by the pleadings, the parties proceeded to trial, and John F. Lohse was called and sworn as a witness for plaintiff. He testified that he was secretary and treasurer of the California Powder Works, and had been secretary since 1865, the commencement of the company.
Counsel for plaintiff then offered in evidence the following document:—
“Board of Trade of San Francisco.
“In the Matter of W. M. Buffum & Co., Jerome, A. T„ Dated San Francisco, May 29, 1885.
“In consideration of one dollar, and other good and valuable consideration to us severally paid by the assignee next hereinafter mentioned, the receipt whereof is hereby acknowledged, we hereby sell, assign, and transfer to John H. Read our claims and demands against the first above named, in the amounts hereinafter set forth, and we severally authorize said assignee to enforce the payment of the same by legal remedies or otherwise, for his use and benefit.
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