Appeal from Circuit Court, Multnomah County. James M. Burns, Judge.
Fred A. Granata, Portland, argued the cause and filed briefs for appellant.
Jerome B. Buckley, Jr., Portland, argued the cause for respondent. On the brief were Galton & Popick.
McAllister, Justice. O'Connell, Chief Justice,*fn* and Denecke, Tongue, * Howell and Bryson, Justices.
This is an action at law to recover on a promissory
note. The trial court entered judgment for plaintiff. Defendant appeals.
The facts are not in dispute. Plaintiff is the payee and holder of a note in the principal amount of $10,000, dated July 29, 1969, executed in the following form:
"Morse Bros. Painting and Weatherproofing, a Corporation
By /s/ J. L. Morse President
By /s/ Doris N. Morse Secretary"
Morse Bros. Painting and Waterproofing, Inc.,*fn1 is a California corporation. At the time the note was executed defendant and her husband, J. L. Morse, were the corporation's officers and sole shareholders. The plaintiff bank had done business with the corporation for some time prior to the date of the note, and accepted the note as that of the corporation.
On January 4, 1965, the State of California had suspended the corporation's powers for failure to pay state corporation taxes under the authority of the following statute:
"Except for the purpose of amending the articles of incorporation to set forth a new name, the corporate powers, rights and privileges of a domestic taxpayer shall be suspended * * * if any of the following conditions occur:
"(b) If any tax, penalty or interest, or any portion thereof, other than jeopardy or fraud assessments, due and payable upon notice and demand from the Franchise Tax Board, is not paid on
or before 6 o'clock p.m. on the last day of the eleventh month following the due ...