Platt v. Bradner Co.
| Decision Date | 05 December 1924 |
| Docket Number | 18745. |
| Citation | 230 P. 633,131 Wash. 573 |
| Parties | PLATT v. BRADNER CO. |
| Court | Washington Supreme Court |
Department 2.
Appeal from Superior Court King County; Frater, Judge.
Action by S. F. Platt against the Bradner Company and another. Judgment for plaintiff, and defendant named appeals. Affirmed.
Grinstead, Laube & Laughlin and Harry A. Rhodes all of Seattle, for appellant.
Elias A. Wright and Sam A. Wright, both of Seattle, for respondent.
A motion made and argued in the briefs to dismiss the appeal on the ground that one of the interested parties bound by the judgment was not served with notice of appeal is denied since the record has been supplemented to show that the ground of the motion is unfounded.
The action is one by a dairy farmer suing in his own behalf and as assignee for the purpose of collection of 16 other dairymen in the vicinity of Issaquah, Tolt, Redmond, and Snoqualmie, to recover on 17 causes of action aggregating the sum of $2,130.40. The action was brought against the Bradner Company, a corporation, appellant, and the Canyon Milk Products Company, a corporation, jointly, upon the theory that they were both liable.
Appellant is a corporation doing business in Seattle, Wash., whose business consists of selling and handling eggs and dairy products. It was incorporated on June 28, 1916, by C. G Bradner, Lucy F. Bradner, C. F. Bradner, L. C. Bradner, and Esther Bradner. Its capital stock consisted of $300,000 divided into 3,000 shares of the par value of $100 each. Later there were some transfers of stock so that a corporation called the Bradner Investment Company became the owner of 1,400 shares, and Messrs. Bloomquist, Cunningham, Cooper, Pease, and Rosenfeld became owners of stock aggregating 1,266 shares; and it will be noted that the Bradner family still maintained control of appellant company by the ownership of a large majority of the stock. From the organization, and up to and including the year 1923, L. C. Bradner continued to be president and treasurer of appellant company, and C. F. Bradner secretary.
On January 31, 1919, the defendant Canyon Milk Products Company was organized with a capital stock of $50,000, divided into 500 shares of the par value of $100 each, 100 shares of which were denominated 'preferred' and 400 shares 'common' stock, the incorporators of the company being L. C. Bradner, C. F. Bradner, F. S. Inches, J. L. Tuttle, and A. J. Rhodes. Of this stock the entire $10,000 of preferred stock was originally subscribed by the Bradner Company by L. C. Bradner, president, but this stock was issued to L. C. Bradner personally, and paid for by him. Of the common stock F. S. Inches subscribed for $10,000 worth, J. L. Tuttle $5,000 worth, L. C. Bradner $100 worth, A. J. Rhodes $100 worth, and Cleo Bradner, who is shown to be the wife of L. C. Bradner, $19,700 worth. All of the stock is shown to have been paid for on the books of the company except the stock of Inches and Tuttle, who seem neither to have paid, nor to have been required to pay, anything. Cleo Bradner gave her proxy to L. C. Bradner to vote all shares of stock of the Canyon Milk Products Company standing in her name at all annual and special meetings of the stockholders of the company, and to do all things necessary and proper to carry the proxy into effect. Inches, Tuttle, L. C. Bradner, C. F. Bradner, and A. J. Rhodes were elected the first trustees of the corporation, and qualified as such on February 11, 1919. L. C. Bradner was made president of the Canyon Milk Products Company, J. L. Tuttle secretary, and F. S. Inches treasurer. No minutes of any proceedings of the stockholders or trustees of the Canyon Milk Products Company were entered on the books of the company after a resolution dated '2-18-19,' which authorized Inches as treasurer to make deposits in the Union National Bank of Seattle, and to draw and indorse checks upon the account in that bank, and authorizing L. C. Bradner, president, to do the same thing. From that time on minutes of that corporation seemed unnecessary. Inches seemed to have had the management of the business of buying milk products for the Canyon Milk Products Company at Issaquah and elsewhere in King county. It seems that the milk producers in the vicinity of the place of business of the Canyon Milk Products Company were reluctant to sell their products to it, not being sure of receiving pay therefor. Accordingly Inches procured from L. C. Bradner as president of appellant company an instrument as follows:
This writing was upon stationery bearing the heading:
'The Bradner Company, Wholesale Butter, Eggs and Cheese, Manufacturers Jersey Creamery Butter.'
It was signed by the Bradner Company in typewriting, and by L. C. Bradner, president, in handwriting. Some doubt was attempted to be cast upon the authenticity of the signature of L. C. Bradner to the instrument at the trial, but there can be no doubt, after examining his signatures in the record, as well as the testimony of expert witnesses, that the signature was that of L. C. Bradner. This writing was exhibited by Mr. Vandermeer to respondent and his several assignors. It was likewise posted in the place of meeting of the members of the Farmers' Grange, where it remained for some time, and thereafter it was deposited with the president of the Issaquah Bank for safe-keeping and for inspection by the various farmers with whom the Canyon Milk Products Company was dealing, or expected to deal. As soon as this instrument was signed and delivered to the president of the Grange, the milk producers lost their reluctance to sell to the Canyon Milk Products Company, and thereafter sold large quantities to it. At the time the Canyon Milk Products Company became insolvent and discontinued business, and Inches had disappeared from the community, these parties had sold and delivered something over $6,000 worth of farm products, which had been reduced by payments to the amount involved in this suit.
It appears from the account book of the Canyon Milk Products Company that appellant had advanced large sums of money to the Canyon Milk Products Company for the purpose of meeting pay rolls and paying for products that company had bought and otherwise keeping it going. Appellant company produced no record of its transactions with the Canyon Milk Products Company except the records...
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