Smith v. Loveland Mut. Co.
| Decision Date | 13 June 1929 |
| Docket Number | 21910. |
| Citation | 152 Wash. 545,278 P. 675 |
| Parties | SMITH v. LOVELAND MUT. CO. |
| Court | Washington Supreme Court |
Department 2.
Appeal from Superior Court, Pierce County; Ernest M. Card, Judge.
Action by James F. Smith against the Loveland Mutual Company. Judgment adverse to defendant, and it appeals. Affirmed.
G. E Peterson and W. G. Palmer, both of Tacoma, for appellant.
Chas Bedford and James Garvey, both of Tacoma, for respondent.
This is an action on a promissory note. Trial to the court without a jury resulted in findings and judgment against the defendant who has appealed.
There is no statement of facts in the record brought before us. The facts to be considered are all embodied in the trial court's findings and may be summarized as follows:
Appellant a nonprofit corporation, authorized by the unanimous vote of its trustees at a regularly called meeting, borrowed from the respondent $1,000 and issued to the respondent its promissory note therefor payable within 12 months. The money borrowed was expended by the appellant 'in paying for the wire necessary to build their lines in order that they might get started in business.' The appellant paid interest for two years on the note. The face of the note and interest for more than one year are now due. The court also found, the parties having stipulated that the court should fix the amount, that $150 was a reasonable attorney's fee. Conclusions and judgment followed accordingly.
Appellant contends that, not being authorized by its charter or by-laws to borrow money, the execution of the note was ultra vires and void, and that respondent should have alleged and proved the adoption of a by-law authorizing the trustees to borrow the money and execute the note.
If the complaint was defective, the defect was capable of cure by amendment. The complaint on its face does not disclose a want of a cause of action. No statement of facts is before us, therefore we must assume the cause was tried as if upon a sufficient complaint. We will consider all amendments as made that could have been made. Section 1752, Rem. Comp. Stat. The only question presented, in the absence of the statement of facts, is whether the findings support the judgment.
The findings that appellant was authorized by the unanimous vote of its trustees at a regularly called meeting to borrow money and execute the note suggests, contrary to the contention of appellant, that by-laws empowering the trustees to act were adopted as prescribed by the statute.
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