Browar v. Paul Hardeman, Inc.

SCOTT (Robert H.), J. pro tem.* Plaintiffs Browar and Krause brought suits against defendant seeking money judgments, and from an adverse judgment in each ease following a court trial each plaintiff now appeals.

Under the name of Wilshire Factors Company, plaintiff Browar’s business was that of a factor who purchased accounts receivable at a discount.

Defendant corporation is a mechanical construction and engineering firm engaged primarily in performing eonstrue[710]tion and engineering services on federal construction projects. In its business it employs subcontractors.

During 1953 and 1954, Irving I. Levin was employed by defendant as a subcontractor. In May, 1954, Levin sought to obtain money from plaintiff Browar. On May 29, 1954, a conversation took place among Browar, Levin and Paul Hardeman, the last named being president of defendant corporation. At or about that time a document entitled “Assignment of Monies” was executed by Levin with a signature “Aireorp, Incorporated By Irving I. Levin,” assigning to plaintiff Browar moneys due them or thereafter from defendant to “Aireorp, Incorporated.”

The document then contained a notification of this assignment signed by plaintiff Browar, and following this a receipt acknowledging the notice bearing the signature of Paul Hardeman, president of defendant corporation. The document concluded with the declaration that it was effective for all transactions after May 29, 1954.

The complaint alleged and the trial court found that there was a California corporation by name of “Aireorp, Incorporated.” Both parties are now agreed that there never was such a corporation. Defendant’s president asserts that the space for the name of the purported assignor, and other spaces in the document above mentioned, were blank when he signed the receipt, and that he would not have signed it if it bore such a corporate name. It appears that Levin had used the fictitious name “Aireorp” from time to time, and also the names “Aireorp, Inc.” or “Aireorp, Inc. of Southern California” or “Aireorp, Inc. of Nevada” with no regard to the nonexistence of such corporations.

Levin’s work as subcontractor was done under purchase orders issued by defendant. The accounts receivable which plaintiff Browar intended to purchase were progress payments which defendant was apparently obligated to pay Levin, and defendant made very substantial payments to plaintiff Browar of money which it believed was thus due to Levin.