Burke v. Sidra Bay Co.

Dodge, J. The trial court found that all of the moneys •claimed were advanced by Douglas for the use and benefit of the corporation with the knowledge, approval, and consent, and upon request, of all the stockholders, officers, and directors. Such consent and request of the directors is tantamount to that of the corporation, when, as appears from the evidence, they were all together in consultation as to the policy and conduct of the corporate affairs, and when a decision so reached by them has been acted on to the detriment of the actor. Formal notice or record of any such meeting is not essential. Northwestern Fuel Co. v. Lee, 102 Wis. 426, 78 N. W. 584; Heinze v. South Green Bay L. & D. Co. 109 Wis. 99, 105, 85 N. W. 145; Goodvin v. Nichols, 109 Wis. 672, 85 N. W. 501; St. Clair v. Rutledge, 115 Wis. 583, 92 N. W. 234; Lowe v. Ring, 115 Wis. 575, 92 N. W. 238. This finding is fully supported by the evidence; indeed, is substantially •confirmed by all the witnesses, except as they labor under some mental confusion as to the difference between the corporation and themselves. From these facts resulted, upon most elementary principles, an implied contract of the corporation to repay these advances, upon which the liability was immediately enforceable in the absence of any countervailing express stipulations. That stipulations were made to the effect that such [141] moneys should not be payable until profits sufficient bad been* realized is strenuously contended by respondent, and was. most vigorously litigated upon the trial. Upon that contention th ere is no specific'finding by the trial court, unless he-intended as sucb the declaration that all the material allegations of the complaint are true. Sucb a generalized and ambiguous statement does not merit approval, as more fully pointed out in Milwaukee Nat. Bank v. Gallun, ante, p. 74, 92 N. W. 567. By reason of this condition of the findings-, we bave found it necessary to go at large into the evidence, to-ascertain wbether or not it supports the judgment. Analytical discussion thereof certainly need not be included in this opinion. Suffice it to say that we find that it was mutually understood by the directors, including plaintiff’s assignor, Douglas,, that they would not presently demand repayment of their advancements, at least so long as they should all agree on continuing the attempt to do business, rendering sucb advances-necessary to the otherwise empty corporate treasury. There was no definite term for sucb forbearance agreed upon, and, as it was accorded merely to render possible the conduct of’ certain business, it was conditioned upon sucb necessity,. which terminated when the policy of attempting sucb business-was definitely abandoned. Doubtless this forbearance might be held to extend over a reasonable interval of suspension, and the extent of sucb suspension might be protracted by consent or acquiescence of the creditor, so that some exercise of election on bis part might be necessary to absolutely terminate-the indefinite term of credit and render the debt absolutely due. Sucb we find to bave been the substance and effect of the understanding, as disclosed by the evidence. It also ap-. pears that all attempts to do- business ceased as early as-March, 1896. Certainly, the creditor bad in January, 1901, waited a reasonable time, and might then elect that bis debt should be due, which election be sufficiently declared by commencing suit. We therefore conclude that plaintiff’s right to142 recovery of tbe principal of bis debt and interest from tbe •commencement of tbe action is fully supported by tbe record, and that tbe judgment should not be reversed on defendant’s •appeal. Plaintiff, on bis appeal, complains of disallowance of interest from the time of making the advances to commencement of the action. Tbe general rule on this subject is well rsettled. Defendant is liable for interest from the time wben it became its legal duty to pay the debt. Laycock v. Parker, 103 Wis. 161, 79 N. W. 327; Smith v. Putnam, 107 Wis. 155, 168, 82 N. W. 1077, 83 N. W. 288. That time was in- • definite. It became fixed only wben the creditor exercised 'bis election to declare the term of credit at an end. Of any rsueb declaration there is no evidence until made by commencing suit; bence the judgment allowing interest from that •date only is correct. By the Court. — Judgment affirmed on botb appeals.