{ "id": 8504373, "name": "SEE-TEE MINING CORPORATION, Plaintiff-Appellant, v. NATIONAL SALES, INC., Defendant-Appellee", "name_abbreviation": "See-Tee Mining Corp. v. National Sales, Inc.", "decision_date": "1966-08-29", "docket_number": "No. 7764", "first_page": "677", "last_page": "681", "citations": [ { "type": "official", "cite": "76 N.M. 677" }, { "type": "parallel", "cite": "417 P.2d 810" } ], "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": "190 P. 634", "category": "reporters:state_regional", "reporter": "P.", "opinion_index": 0 }, { "cite": "183 Cal. 124", "category": "reporters:state", "reporter": "Cal.", "case_ids": [ 2100651 ], "opinion_index": 0, "case_paths": [ "/cal/183/0124-01" ] }, { "cite": "88 P.2d 705", "category": "reporters:state_regional", "reporter": "P.2d", "opinion_index": 0 }, { "cite": "13 Cal.2d 185", "category": "reporters:state", "reporter": "Cal. 2d", "case_ids": [ 1451399 ], "opinion_index": 0, "case_paths": [ "/cal-2d/13/0185-01" ] }, { "cite": "121 F. 343", "category": "reporters:federal", "reporter": "F.", "case_ids": [ 1901351 ], "opinion_index": 0, "case_paths": [ "/f/121/0343-01" ] }, { "cite": "88 Utah 577", "category": "reporters:state", "reporter": "Utah", "case_ids": [ 8871302 ], "weight": 2, "opinion_index": 0, "case_paths": [ "/utah/88/0577-01" ] }, { "cite": "47 A.2d 169", "category": "reporters:state_regional", "reporter": "A.2d", "opinion_index": 0 }, { "cite": "43 Del. 333", "category": "reporters:state", "reporter": "Del.", "case_ids": [ 445032 ], "opinion_index": 0, "case_paths": [ "/del/43/0333-01" ] }, { "cite": "4 Terry 333", "category": "reporters:state", "reporter": "Terry", "opinion_index": 0 }, { "cite": "181 P. 651", "category": "reporters:state_regional", "reporter": "P.", "opinion_index": 0 }, { "cite": "180 Cal. 356", "category": "reporters:state", "reporter": "Cal.", "case_ids": [ 2018776 ], "opinion_index": 0, "case_paths": [ "/cal/180/0356-01" ] }, { "cite": "339 P.2d 218", "category": "reporters:state_regional", "reporter": "P.2d", "opinion_index": 0 }, { "cite": "170 Cal.App.2d 656", "category": "reporters:state", "reporter": "Cal. App. 2d", "case_ids": [ 2342486 ], "opinion_index": 0, "case_paths": [ "/cal-app-2d/170/0656-01" ] }, { "cite": "42 Cal.Rptr. 262", "category": "reporters:state", "reporter": "Cal. Rptr.", "opinion_index": 0 }, { "cite": "231 Cal.App.2d 731", "category": "reporters:state", "reporter": "Cal. App. 2d", "case_ids": [ 2153545 ], "opinion_index": 0, "case_paths": [ "/cal-app-2d/231/0731-01" ] }, { "cite": "330 Mo. 408", "category": "reporters:state", "reporter": "Mo.", "case_ids": [ 8736446 ], "weight": 2, "opinion_index": 0, "case_paths": [ "/mo/330/0408-01" ] }, { "cite": "196 N.E. 153", "category": "reporters:state_regional", "reporter": "N.E.", "opinion_index": 0 }, { "cite": "100 Ind.App. 438", "category": "reporters:state", "reporter": "Ind. App.", "case_ids": [ 1569943 ], "opinion_index": 0, "case_paths": [ "/ind-app/100/0438-01" ] }, { "cite": "239 P. 865", "category": "reporters:state_regional", "reporter": "P.", "opinion_index": 0 }, { "cite": "30 N.M. 517", "category": "reporters:state", "reporter": "N.M.", "case_ids": [ 8842277 ], "opinion_index": 0, "case_paths": [ "/nm/30/0517-01" ] }, { "cite": "36 N.M. 15", "category": "reporters:state", "reporter": "N.M.", "case_ids": [ 1586560 ], "weight": 2, "opinion_index": 0, "case_paths": [ "/nm/36/0015-01" ] }, { "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": "74 N.M. 530", "category": "reporters:state", "reporter": "N.M.", "case_ids": [ 2799054 ], "weight": 2, "opinion_index": 0, "case_paths": [ "/nm/74/0530-01" ] }, { "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": "183 P. 435", "category": "reporters:state_regional", "reporter": "P.", "opinion_index": 0 }, { "cite": "25 N.M. 404", "category": "reporters:state", "reporter": "N.M.", "case_ids": [ 4733876 ], "opinion_index": 0, "case_paths": [ "/nm/25/0404-01" ] } ], "analysis": { "cardinality": 606, "char_count": 8801, "ocr_confidence": 0.634, "pagerank": { "raw": 2.2592322353785832e-07, "percentile": 0.7824411770724857 }, "sha256": "e4eef29211ceafff0bc231da6e5ac805a0df955ef1c31000c14b39ad0372a6d2", "simhash": "1:a3a528afd27c58ba", "word_count": 1456 }, "last_updated": "2023-07-14T22:44:29.378515+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [ "CHAVEZ and MOISE, JJ., concur." ], "parties": [ "SEE-TEE MINING CORPORATION, Plaintiff-Appellant, v. NATIONAL SALES, INC., Defendant-Appellee." ], "opinions": [ { "text": "OPINION\nCARMODY, Chief Justice.\nPlaintiff See-Tee Mining Corporation appeals from an adverse decision in a suit for a declaratory judgment to adjudge the plaintiff free of liability on a contract for the purchase from defendant of a steel building located near Bluewater, New Mexico, on land owned by Cinco Distributing Company, a corporation, subject to a deed of trust to one Milton Harding and wife.\nAt the time the contract was executed, the president and one of the three directors of See-Tee was W. Rodney DeVilliers. De-Villiers was the owner of one-half the issued capital stock of See-Tee and occupied an office in Albuquerque with the corporation\u2019s . name on the door. Owner of the other half of the stock was Stella Dysart; she occupied an office next to DeVilliers\u2019, was chairman of the board of directors, treasurer and secretary of the corporation. The third director, owning no stock and serving as salaried vice-president, was Ray Schultz who was in charge of all the corporation\u2019s field operations in Valencia County and maintained his office there at all times. See-Tee\u2019s primary business was mining uranium.\nBefore, during, and after his tenure, as president of See-Tee, DeVilliers was also president of Cinco Distributing Company, a corporation engaged in the wholesale distribution of oil. Cinco had no other connection with See-Tee. There was evidence that negotiations for construction of the building had begun between Cinco and the defendant, and that DeVilliers had authorized defendant to make a credit check of See-Tee at a time prior to DeVilliers\u2019 assumption of the presidency of See-Tee in late January, 1960. . However, in August, 1960, after construction had been completed, See-Tee, through its president DeVilliers, entered into a conditional sales contract for the purchase of the building. DeVilliers left See-Tee in June, 1961, and the contract was disaffirmed by Miss Dysart, the company\u2019s new president, in September/ 1961.\nThe thrust of See-Tee\u2019s argument as to its first two points is that there was no substantial evidence to support the findings made by the trial court. In this connection, See-Tee first argues that DeVilliers had no authority to make such a contract and thereby bind the corporation. However, we need not reach the question of \u25a0 v . .1' i. >\u2019/,'/ Cll'.i his authority, since, even if he had none, the evidence was sufficient to support find-. ings which, as concluded by the trial court, constituted a ratification by the corporation. See Lawrence Coal Co. v. Shanklin, 1919, 25 N.M. 404, 183 P. 435; Yucca Mining & Petrol. Co. v. Howard C. Phillips Oil Co., 1961, 69 N.M. 281, 365 P.2d 925; and Franklin\u2019s Earthmoving, Inc. v. Loma Linda Park, Inc., 1964, 74 N.M. 530, 395 P.2d 454.\nIt is indispensable to ratificaiion \u25a0 that the party held thereto shall' have 'had '\u25a0 full knowledge of all the material facts con-. cerning the transaction. Burguete v. G. W. Bond & Bro. Mercantile Co., 1938, 43 N. M. 97, 85 P.2d 749; Walls v. Erupcion Min. Co., 1931, 36 N.M. 15, 6 P.2d 1021; 2 Fletcher Cyc. Cprp. (perm. ed.) \u00a7 756. The fact of knowledge, like any other fact, may be found from either direct evidente or from the existence of other facts and circumstances from which the fact of actual knowledge properly may be inferred, McKinley County Abst. & Inv. Co. v. Shaw, 1925, 30 N.M. 517, 239 P. 865; State ex rel. Guaranty Building & Loan Co. v. Wiley, 1935, 100 Ind.App. 438, 196 N.E. 153; Scrivner v. American Car & Foundry Co., 1932, 330 Mo. 408, 50 S.W.2d 1001; 1 Mechem on Agency (2d ed.) \u00a7 406. Ratification may be established when the necessary knowledge of material facts is brought home to the corporate board or officers. who would have had power to make the contract in question. Scrivner v. American Car & Foundry Co., supra.\nIn this case, Miss Dysart testified that she remembered the signing- of the check for the down payment on the building and asking DeVilliers what the check was for. The court found that a voucher reading \u201cDown Payment \u2014 Steel Building Bluewa-ter, New Mexico $1,608.85\u201d was attached to the check. Thereafter, See-Tee made a number of installment payments on the contract, each check signed both by DeVilliers and Miss Dysart. After DeVilliers had departed the corporation and Miss Dysart had become president, she received from the then holder of the seller\u2019s interest a copy of the contract and a letter requesting payment of two back installments. These payments were made on June 23, 1961, by check of the corporation executed by Miss Dysart alone.\nWe cannot say that Miss Dysart did not have knowledge of the material facts of the transaction, particularly after she had received and presumably read a copy of the contract. She knew from the beginning that See-Tee was buying a steel building. She knew its location, and before making the last two payments she knew all the terms of the contract. She had, at least, knowledge of the material facts, those which substantially affect the existence or extent of the obligation involved as distinguished from those which affect the values or inducements involved in the transaction, Restatement (Second), Agency, \u00a7 91(2).\nSee-Tee relies primarily on its contention that Miss Dysart did not know that the land on which the building had been erected was owned by Cinco, subject to a deed of trust to the previous owner. However, the court found that the stockholders, officers and directors of See-Tee \u201chad knowledge, actual or constructive, of all facts and circumstances\u201d relating to the contract with defendant. Insofar as knowledge of the location of the building was a material fact, this is a finding that Miss Dysart had been advised of the location, and a review of the evidence makes clear that such finding has substantial support in the evidence.\nIn addition we would note that Miss Dysart and director Schultz signed an agreement releasing Cinco and DeVilliers from liability growing out of transactions conducted or assumed by plaintiff, and agreeing to hold them harmless in connection therewith. In such a situation, if in truth plaintiff was ignorant of any facts, nevertheless plaintiff could not recover because of the rule that where ignorance of facts arises from a principal\u2019s own failure to investigate and the circumstances are such as to put a reasonable man upon inquiry, he may be held to have ratified even though he may have lacked full knowledge, Reusche v. California Pacific Title Ins. Co., 1965, 231 Cal.App.2d 731, 42 Cal.Rptr. 262; Volandri v. Hlobil, 1959, 170 Cal.App.2d 656, 339 P.2d 218; Hutchinson Co. v. Gould, 1919, 180 Cal. 356, 181 P. 651; Rest Agency, \u00a7 91, comment e; 2 Fletcher, Corporations 1087, \u00a7 757.\nDefendant\u2019s exhibits show, after the down payment, five checks from See-Tee to C.I.T. Corporation, holder of the seller\u2019s interest, the fifth of which was the June 23, 1961, check signed hy Miss Dysart alone. The first two of these checks, dated Sept. 20, 1960, and Oct. 31, 1960, were each for $121.56, the monthly installment called for hy the contract. The next two, dated Jan. 6, 1961, and Feb. 16, 1961, were each written for $243.12, their vouchers showing them each to he two months\u2019 payments.\nRatification of the action of a corporate officer for which there may have been no antecedent authority may be either express or implied, McKinley County Abst. & Inv. Co. v. Shaw, supra; Hannigan v. Italo Petroleum Corp. of America, 1945, 4 Terry 333, 43 Del. 333, 47 A.2d 169, and may be implied by the corporation\u2019s acquiescence in or recognition of its officer\u2019s unauthorized act, or by the corporation\u2019s acts tending to show an acceptance or adoption of the contract, Cache Valley Banking Co. v. Logan Lodge No. 1453, B.P.O.E., 1936, 88 Utah 577, 56 P.2d 1046. Ordinarily, making of payments by the corporation, with knowledge of the material facts, is a ratification of the contract on which they are made, even though the contract may have been executed without authority, 2 Fletcher Cyc. Corp. (perm, ed.) \u00a7 775; Owyhee Land & Irr. Co. v. Tautphas (9th Cir. 1903), 121 F. 343; Berry v. Maywood Mut. Water Co. Number One, 1939, 13 Cal.2d 185, 88 P.2d 705; California Nat. Supply Co. v. Flack, 1920, 183 Cal. 124, 190 P. 634.\nThe payments by See-Tee in this case, with the knowledge that it had, constituted a ratification of the contract made by its president. Thus discussion of plaintiff\u2019s third point, seeking restitution, is unnecessary. The judgment should be affirmed.\nIt is so ordered.\nCHAVEZ and MOISE, JJ., concur.", "type": "majority", "author": "CARMODY, Chief Justice." } ], "attorneys": [ "Poole & Poole, Willard F. Kitts, Albuquerque, for appellant.", "Botts, Botts & Mauney, Albuquerque, for appellee." ], "corrections": "", "head_matter": "417 P.2d 810\nSEE-TEE MINING CORPORATION, Plaintiff-Appellant, v. NATIONAL SALES, INC., Defendant-Appellee.\nNo. 7764.\nSupreme Court of New Mexico.\nAug. 29, 1966.\nPoole & Poole, Willard F. Kitts, Albuquerque, for appellant.\nBotts, Botts & Mauney, Albuquerque, for appellee." }, "file_name": "0677-01", "first_page_order": 709, "last_page_order": 713 }