Bergh v. Pennington

BUDGE, J. Respondents heretofore made a motion in this court to strike the reporter’s transcript from the record and to dismiss the appeal in this cause, and the opinion of this court thereon, which will be found ante, p. 198, 191 Pac. 204, contains a statement of the material facts of the case, and discloses the action of this court in striking the reporter’s transcript and denying the motion to dismiss the appeal. The reporter’s transcript having been stricken, the only record now before us is the judgment-roll. As was said by this court in the case of Storey & Fawcett v. Nampa & Meridian Irr. Dist., 32 Ida. 713, at 720, 187 Pac. 946, 947: “It must be regarded as settled law in this state under existing statutes that where upon appeal from a judgment the record brought to this court contains neither a transcript of the proceedings had upon the trial nor a bill of [728] exceptions, nothing belongs to the record except the judgment-roll and no question outside of the record can be, considered by the court.” (May 21, 1921.) Estoppel to Dent Corporate Existence. 4. Officers and directors of a foreign corporation, the right of which to do business in this state has been forfeited for failure to make its annual report and pay its license fee, who, after such forfeiture, acting in their official capacity, direct and execute a trust deed conveying property of the corporation, are estopped from denying the corporate existence of such corporation and from showing that its right to do business had been forfeited at the time of the execution of the trust deed. On the question of validity of contract made by foreign corporation which had not complied with statutory conditions of the right to ‘do business in a state, see notes in 2 Arm. Cas. 68; 4s Ann. Cas. 814; 6 Ann. Cas. 639; 7 Ann. Cas. 219; 13 Ann. Cas. 512; Ann. Cas. 1914A, 702; Ann. Cas. 19150, 165; 24 I». R. A. 315; 1 L. R. A., N. S., 1041. We have carefully examined the pleadings, from which it appears that a cause of action is stated. The findings are responsive to the material issues presented by the pleadings, and sustain the conclusions of law and the decree entered thereon. Appellants contend that the court erred in refusing to set aside and vacate an order permitting H. J. Benson to intervene. There is no merit in this contention. Benson had an interest in the controversy, and was represented by the trustee. Without deciding whether he had a right to intervene, the action of the court in permitting him to do so, if error, was harmless, inasmuch as no substantial right of appellants could have been affected thereby. (4 C. J., p. 925.) The- judgment is affirmed. Costs are awarded to respondents. Bice, C. J., and Dunn and Lee, JJ., concur.