Hall v. Sabey
| Decision Date | 09 June 1921 |
| Docket Number | 3537 |
| Citation | 198 P. 1110,58 Utah 343 |
| Court | Utah Supreme Court |
| Parties | HALL et al. v. SABEY |
Appeal from District Court, Third District, Salt Lake County; John F. Tobin, Judge.
Action by Ernest Hall and another, doing business as the Kolby Wheel Agency Company, against James Sabey. From judgment for plaintiffs, defendant appeals.
REVERSED, and a new trial granted, with costs to appellant.
Hutchinson & Hutchinson, of Salt Lake City, for appellant.
Stewart Stewart & Alexander, of Salt Lake City, for respondents.
The complaint in this action is in the usual form to recover a money judgment upon a promissory note. The note was executed by the defendant; plaintiff was the payee. The answer admits the execution of the note, but denies that it was given for value and denies the indebtedness. As an affirmative defense, fraudulent representations are alleged and also that such representations were relied upon by the defendant and induced him to execute the note. By an amendment to the answer, it is further set out that the certificate of stock, the sole consideration for the note, and which purported to be signed by the president and secretary of the Kolby Wheel Company, a corporation, was not executed and signed by said president and secretary, nor was the corporate seal affixed by the secretary, and that all such facts were known to the plaintiff at the time such stock was delivered to defendant.
It is further alleged that the plaintiff represented that he had authority to sell and deliver the certificate of stock in question.
There was much testimony, both on the part of the plaintiff and of defendant, respecting the allegations of fraud. The court made findings on such contradictory testimony, finding all the issues of fraud against the defendant, and affirmatively found that the plaintiff made no false statements or representations which induced the defendant to subscribe for and buy the stock in question. We are not required to express an opinion upon the weight of the evidence. It is sufficient to say that there was substantial testimony to support the court's findings upon the defense of fraud. As there was conflicting evidence on the issue of fraud, the findings upon such issues are binding upon this court.
The court made no findings on the issue made by the amendment to the answer, namely, that the certificate of stock was not executed by the officers of the Kolby Wheel Company, nor upon the further issue that the person who signed the names of such officers to the certificate had or had not been authorized so to do. It is argued upon the part of plaintiffs, respondents, that findings upon such issues were immaterial, as the issues went to the question of consideration for the note, and it is insisted that no issue as to want of consideration is made by the answer.
We are unable to agree with counsel for plaintiff in that contention. It is admitted that the certificate of stock was the consideration, and the only consideration, for the note in question. If therefore, the certificate was issued without authority from the officers of the corporation purporting to issue such stock, it could not be legally binding upon such corporation unless it was subsequently ratified. It is testified to by witnesses for plaintiff that neither the president nor secretary of the corporation signed the certificate. It is also stated that plaintiff Ernest Hall signed the name of the president and secretary to the certificate. It is claimed on his part that he had authority and was authorized by the president to execute the certificate and to attach his name to the same. This is denied by the president of the Kolby Wheel Company, and therefore became a disputed fact in the case. While it is doubtless true that any finding made by the court could not and would not be binding upon the corporation in a suit between the holder of that stock and such corporation nevertheless, when the question is made an issue, and an affirmative allegation is contained in the answer that the certificate was not a binding certificate on the corporation, it then became a material question in the case and one upon which the court should have made findings. "The defendants were entitled to distinct findings upon every material issue made by the pleadings, and, unless waived, it was the duty of the court to make such findings, regardless of any request of the parties." Implement Co. v. Cleaveland, 32 Utah 1, 88 P. 670. See also, Everett v. Jones, 32 Utah 489, 91 P. 360; Westminster Inv. Co. v. McCurtain, 39 Utah 544,...
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West v. Standard Fuel Co
...of such contention the case of Hall v. Sabey , supra, is cited. Apparently plaintiff relied upon that part of the opinion in the case of Hall v. Sabey where this court "It has been determined by numerous decisions of this court that the failure to make findings upon immaterial issues, or is......
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Prows v. Hawley
... ... Co., 36 Utah 20, 102 P. 631; Investment Co. v ... McCurtain, 39 Utah 544, 118 P. 564; Munsee ... v. McKellar, 39 Utah 282, 116 P. 1024; Hall ... v. Sabey, 58 Utah 343, 198 P. 1110; Baker ... v. Hatch (Utah) 70 Utah 1, 257 P. 673. These cases ... hold, and it is the undoubted rule, that ... ...
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O'Gorman v. Utah Realty & Construction Co.
... ... It is ... well established that a direct issue of a specific material ... fact requires a finding on that issue. Hall v ... Sabey, 58 Utah 343, 198 P. 1110; Miller v ... Mt. Nebo Land & Irr. Co., 37 Utah 1, 106 P. 504 ... There must be a finding on all material ... ...
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...to make findings upon immaterial issues, or issues which would not affect the judgment of the court, is not ground for reversal. Hall et al. v. Sabey, supra; Mills Gray, 50 Utah 224, 167 P. 358; Gray v. Defa, 107 Utah 272, 153 P.2d 544; Huber v. Newman, 106 Utah 363, 145 P.2d 780. And findi......