{ "id": 2799054, "name": "FRANKLIN'S EARTHMOVING, INC., a New Mexico Corporation, Plaintiff-Appellant, v. LOMA LINDA PARK, INC., a corporation, Earl Troxel and Lureata Troxel, his wife, James E. Crosby and Patricia Crosby, his wife, and Sandia Land Developers, Inc., a New Mexico Corporation, Defendants-Appellees", "name_abbreviation": "Franklin's Earthmoving, Inc. v. Loma Linda Park, Inc.", "decision_date": "1964-09-21", "docket_number": "No. 7484", "first_page": "530", "last_page": "534", "citations": [ { "type": "official", "cite": "74 N.M. 530" }, { "type": "parallel", "cite": "395 P.2d 454" } ], "court": { "name_abbreviation": "N.M.", "id": 8835, "name": "Supreme Court of New Mexico" }, "jurisdiction": { "id": 52, "name_long": "New Mexico", "name": "N.M." }, "cites_to": [ { "cite": "96 A.L.R.2d 933", "category": "reporters:specialty", "reporter": "A.L.R. 2d", "opinion_index": 0 }, { "cite": "70 N.M. 187", "category": "reporters:state", "reporter": "N.M.", "case_ids": [ 2852834 ], "weight": 2, "opinion_index": 0, "case_paths": [ "/nm/70/0187-01" ] }, { "cite": "64 N.M. 366", "category": "reporters:state", "reporter": "N.M.", "case_ids": [ 5344395 ], "weight": 2, "opinion_index": 0, "case_paths": [ "/nm/64/0366-01" ] }, { "cite": "70 N.M. 24", "category": "reporters:state", "reporter": "N.M.", "case_ids": [ 2853257 ], "weight": 2, "opinion_index": 0, "case_paths": [ "/nm/70/0024-01" ] }, { "cite": "67 N.M. 101", "category": "reporters:state", "reporter": "N.M.", "case_ids": [ 2714208 ], "weight": 2, "opinion_index": 0, "case_paths": [ "/nm/67/0101-01" ] }, { "cite": "55 N.M. 367", "category": "reporters:state", "reporter": "N.M.", "case_ids": [ 1582986 ], "weight": 2, "opinion_index": 0, "case_paths": [ "/nm/55/0367-01" ] }, { "cite": "43 N.M. 97", "category": "reporters:state", "reporter": "N.M.", "case_ids": [ 1568261 ], "weight": 2, "opinion_index": 0, "case_paths": [ "/nm/43/0097-01" ] }, { "cite": "69 N.M. 281", "category": "reporters:state", "reporter": "N.M.", "case_ids": [ 2790657 ], "weight": 2, "opinion_index": 0, "case_paths": [ "/nm/69/0281-01" ] }, { "cite": "143 A. 428", "category": "reporters:state_regional", "reporter": "A.", "opinion_index": 0 }, { "cite": "103 N.J. Eq. 268", "category": "reporters:state", "reporter": "N.J. Eq.", "case_ids": [ 41245 ], "opinion_index": 0, "case_paths": [ "/nj-eq/103/0268-01" ] }, { "cite": "65 N.M. 166", "category": "reporters:state", "reporter": "N.M.", "case_ids": [ 2847603 ], "weight": 2, "opinion_index": 0, "case_paths": [ "/nm/65/0166-01" ] } ], "analysis": { "cardinality": 530, "char_count": 8601, "ocr_confidence": 0.667, "pagerank": { "raw": 2.177390070314474e-07, "percentile": 0.7719104472886257 }, "sha256": "10b0870f4fcde05f33414926a2cf3d5f408b32d7bc48ef31dfed6143acbc5f67", "simhash": "1:6e07598b521321ac", "word_count": 1382 }, "last_updated": "2023-07-14T17:26:44.283414+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [ "COMPTON, C. J., and MOISE, J., concur." ], "parties": [ "FRANKLIN\u2019S EARTHMOVING, INC., a New Mexico Corporation, Plaintiff-Appellant, v. LOMA LINDA PARK, INC., a corporation, Earl Troxel and Lureata Troxel, his wife, James E. Crosby and Patricia Crosby, his wife, and Sandia Land Developers, Inc., a New Mexico Corporation, Defendants-Appellees." ], "opinions": [ { "text": "NOBLE, Justice.\nAppellant (plaintiff) Franklin\u2019s Earth-moving, Inc. (hereafter referred to as Franklin) constructed a racetrack at LomaLinda Park in Bernalillo County, New Mexico, pursuant, to a contract with Loma Linda Park, Inc. (hereafter referred to as Loma Linda). Loma Linda had an unexercised option to buy the land upon which the improvements were made. Franklin filed its amended complaint seeking foreclosure of a claim of lien against the land, Loma Linda and Sandia Land Improvement Developers, Inc. (hereafter referred to as Sandia), owner of the premises. Judgment was entered against Loma- Linda and the action dismissed against Sandia, and foreclosure of the mechanic\u2019s lien denied upon the court\u2019s finding of equitable estoppel preventing Franklin from asserting its claim of lien against Sandia. This appeal is from the judgment denying Franklin\u2019s foreclosure of its claimed lien.\nThe -statute, \u00a7 61-2-10, N.M.S.A.1953, makes all lands upon which improvements are constructed with the owner\u2019s knowledge subject to mechanic\u2019s and materialmen\u2019s liens unless one having an interest in the land shall post a notice of non-responsibility within three days after obtaining knowledge of such construction, alteration or repair, or the intended construction, alteration or repair.\nFacts found by the court and not attacked, and which are therefore the facts upon which the case rests in this court, Marrujo v. Martinez, 65 N.M. 166, 334 P.2d 548, are that George W. Walker, a director of Sandia, observed Franklin working on the racetrack and told J. S. Lovvorn, representing Franklin, that the land was owned by Sandia and not by Loma Linda and that he intended to immediately post a non-responsibility notice. Lovvorn asked Walker not to post and thus stop the work, assuring him that if Sandia refrained from posting, Franklin would not fil\u00e9 a lien against the land but would look solely to Loma Linda and its officers for payment. Relying upon Franklin\u2019s promise, the land was not posted. It is clear to us that Walker\u2019s reliance upon Franklin\u2019s promise was sufficient to create an equitable estoppel preventing foreclosure of an artisan\u2019s lien by Franklin if Walker was authorized to represent Sandia. The trial court found:\n\u201c26. In his dealings with J. S. Lovvorn, [representative of Franklin] George W. Walker was acting with authority for Sandia Land Developers, Inc., and with the knowledge of said corporation.\u201d\nIf the finding is substantially supported by the evidence, the judgment should be affirmed.\nIt is undoubtedly true that a director individually cannot ordinarily bind the corporation unless authorized to act as its agent. 2 Fletcher Cyclopedia Corporations (Perm. Ed.) \u00a7 390, but the facts here present a different situation. Generally, knowledge of an individual director charges a corporation with notice that improvements are being made on the corporation\u2019s lands. Todd v. Exeter Land Co., 103 N.J. Eq. 268, 143 A. 428; 3 Fletcher Cyclopedia Corporations (Perm. Ed.) \u00a7 815.\nWe have no doubt but that a notice of non-responsibility as provided by \u00a7 61-2-10, supra, posted by Walker on behalf of Sandia would have effectively released Sandia and its land from responsibility for the mechanic\u2019s claim for construction, improvement or alterations, whether or not Walker had been authorized to so post such notice. The question of whether a corporation is bound by the acts of its president or by individual directors, absent action by the board of directors, was said in Yucca Mining & Petrol. Co. v. Howard C. Phillips Oil Co., 69 N.M. 281, 365 P.2d 925, to be a problem that has caused considerable difficulty. Recognizing the general rule that although ordinarily a corporation can only act through its directors regarding matters that are not in the usual course of the daily operation of the business, this court there \u25a0called attention to the refusal of many courts to permit disclaimer of unauthorized agreements by corporate officers because of the injustice that would result to those dealing with the corporation. It was pointed out that such refusal was upon various agency theories of \u201capparent authority,\u201d \u201cimplied authority,\u201d \u201cwaiver\u201d or .\u201cestoppel,\u201d as well as ratification and acquiescence. Anyone interested may find in that decision the New Mexico cases which have relied upon one or more of these theories.\nThe testimony is undisputed that Walker promptly related the facts to Sandia\u2019s president regarding the work being done by Franklin, as well as his entire conversation with Franklin\u2019s representative including the agreement not to post the land and the promise of Franklin not to file a lien but to look to others for payment. It was pointed out in Yucca Mining & Petrol. Co. that in view of the swift pace of modem business \u201cit is impossible to expect action by the directors in every transaction, even though it may be termed 'unusual.\u2019 \u201d However, we think Walker\u2019s action in this instance was one which would be within the scope of the, ordinary power of an agent. The president ordinarily \u25a0 has the right and authority of directing the ordinary business affairs of the corporation \u201cunless and until the board of directors directs otherwise.\u201d Burguete v. G. W. Bond & Bro. Mercantile Co., 43 N.M. 97, 85 P.2d 749; Marron v. Wood, 55 N.M. 367, 233 P.2d 1051. Certainly if Walker\u2019s acts had been by Sandia\u2019s president they would have supported a conclusion of estoppel against Franklin. The president took no action to repudiate Walker\u2019s unauthorized agreement. We think the finding of the trial court has substantial support and supports the conclusion of estoppel against Franklin; however, following the reasoning and conclusion of Yucca Mining & Petrol. Co., it is unnecessary for us to determine under which one or more of the above theories the result is reached. '\nEvidence relied upon to support findings of fact by a trial court must be viewed by an appellate court in the light most favorable to support the challenged finding. In this regard, all reasonable inferences are indulged to support the findings, and evidence and inferences to the contrary will be disregarded. Maryland Cas. Co. v. Jolly, 67 N.M. 101, 352 P.2d 1013. Viewed in the light in which an appellate court must view the evidence, it appears that ultimate findings of fact sufficient to support the conclusion of equitable estoppel are substantially supported by the evidence.\nWe are unable to agree with Franklin\u2019s contention that refusal to allow introduction of the whole of certain pre-trial depositions requires reversal. The evidence was offered for impeachment purposes and it was proper for the trial court to limit the portion received in evidence to that applicable to the impeaching question. Rule of Civil Procedure 26(d) (1) and (2) and 26 (f) does not require admission of the entire deposition under such circumstances. Only that portion admissible under the rules of evidence may be used against the party.\nThe function of a reviewing court is to correct an erroneous result, .not to correct errors which could not change the result. Southern California Petroleum Corp. v. Royal Indem. Co., 70 N.M. 24, 369 P.2d 407; Shultz v. Ramey, 64 N.M. 366, 328 P.2d 937. Only ultimate facts required to support the judgment are necessary findings. Rule 52(B) (2) (\u00a7 21-1-1(52) (B) (2), N.M..S.A.1953). It is, therefore, unnecessary to consider the claimed error in many findings which are evidentiary only. As to those, the questions presented go only to the weight to be given certain conflicting testimony which was resolved by the trial court. We may not weigh the evidence. Winter v. Roberson Construction Co., 70 N.M. 187, 372 P.2d 381, 96 A.L.R.2d 933. Nor will we reverse a judgment for harmless error of the trial court not affecting the ultimate result.\n\u25a0 Other points briefed and argued have either been resolved by what has been,said, found to be unnecessary to our decision, or determined to be without merit.\nThe judgment appealed from should be-affirmed and it is so'ordered.\nCOMPTON, C. J., and MOISE, J., concur.", "type": "majority", "author": "NOBLE, Justice." } ], "attorneys": [ "Harry O. Morris, Albuquerque, - for appellant.", "Richard C. Civerolo, Albuquerque, for appellee Sandia Land Developers, Inc.", "Frank J. Southerland, Albuquerque, for appellees." ], "corrections": "", "head_matter": "395 P.2d 454\nFRANKLIN\u2019S EARTHMOVING, INC., a New Mexico Corporation, Plaintiff-Appellant, v. LOMA LINDA PARK, INC., a corporation, Earl Troxel and Lureata Troxel, his wife, James E. Crosby and Patricia Crosby, his wife, and Sandia Land Developers, Inc., a New Mexico Corporation, Defendants-Appellees.\nNo. 7484.\nSupreme Court of New Mexico.\nSept. 21, 1964.\nHarry O. Morris, Albuquerque, - for appellant.\nRichard C. Civerolo, Albuquerque, for appellee Sandia Land Developers, Inc.\nFrank J. Southerland, Albuquerque, for appellees." }, "file_name": "0530-01", "first_page_order": 582, "last_page_order": 586 }