Webster, and that the title to the lots was taken in her name simply as a matter of convenience, and for the purpose of placing them beyond the reach of creditors who might thereafter become such on account of business operations in which the husband might engage. It appears from the proofs that the particular money which was used in the purchase of the lots had been paid to Mrs. Webster for the support of certain minor children which had been placed in her care, and for washings done for outside parties. There was proof tending to establish the contention that, by an understanding between Mrs. Webster and her husband, this money was to be her own; that he had made her a present of any interest which he might have had therein. There was also proof tending to show that such was not the fact; that, while she claimed the money as her own, her husband had made objections to its going to her as her property. The proofs in the record enter with much detail into this question, and if we were called upon to decide the fact as to whether this money belonged to the wife or to the husband and wife together, uninfluenced by the finding of the trial court, it would be necessary to enter into an examination of such proofs at great length. But the law does not authorize us to so decide the question. Under the provisions of the statute of 1893, the findings of the trial court in an equity cause stand upon substantially the same footing as those of a court or jury in a law case. Hence it will only be necessary for us to determine whether or not the trial court has made a finding upon this question, and, if it has, to further determine whether or not there is evidence to support it. In the determination of the latter fact, it is not proper that we should enter into an investigation of the weight of the testimony. If the finding is supported by proof which reasonably establishes the facts found, it will not be disturbed because there is testimony to the contrary, even although we should be of the opinion that such testimony was entitled to greater weight than that which tended to support the finding. An examination of the findings of fact contained in the record will show that the trial court expressly found that this money was the separate property of the wife; and since, as we have seen, there was testimony tending to establish that fact, as well as to establish the contrary one, it follows that such finding must stand, and, in the light of it, the rights of the parties must be here adjudicated.

The court found, as a result of the circumstances surrounding the ownership of the money and of the purchase of the lots, that upon their purchase they became the separate property of the wife, and that they were such at the time of her death. It is contended by the appellants that this finding is not supported by the proofs. The only facts tend ing to contradict the presumption which would arise from the purchase of the lots

with the money of the wife grew out of the improvement of said lots, by fencing and building thereon, by the husband, in part, at least, with his own means; and the facts shown in that regard were not of such a nature as to overturn the presumption arising from the purchase and deeding of the lots. It follows that the lots must be assumed to have been the property of the wife, and subject to disposition by her last will.

Hence we are called upon to decide the other material question presented by the record. Said Phoebe Ann Webster died on the 1st day of February, 1884. She left a last will, the substantial part of which was in the following language: "And as to my worldly estate and all the property, real and personal or mixed, of which I shall die seised and possessed of, or to which I shall be entitled at the time of my decease, I devise and bequeath and dispose thereof in the manner following, to wit: As my will is that all my just debts and funeral expenses shall by my executors, hereinafter named, be paid out of my estate as soon after my decease as shall by them be found convenient. Item. I give, devise and bequeath to my husband, John Webster, the use, improvements, and income of my dwelling house and lots numbered two and three in block ten (10) of C. D. Boren's plat of the city of Seattle, territory of Washington, until such time as is deemed by my executors and all interested in the sale of said lots, to sell | said lands, together with my lots numbered thirteen (13) and fourteen (14) in block numbered twelve (12) in McAleer's Second addition to the city of Seattle, and, out of the moneys arising from such sale, the sum of four thousand dollars to be safely invested in securities, and the interest thereon to be paid as follows, to wit: The sum of twelve dollars to be paid annually to the pastor of the Baptist Church of Seattle, and the remainder to my husband, John Webster, during his natural life. I give, devise, and bequeath to my sister, Louisa Bogart, the sum of two hundred dollars, and the residue of money arising from said sale to be equally divided between and among my son, David H. Webster, and my daughter, Mary Elizabeth Thorndyke, Frank E. Johns, and my adopted son, Eddie M. Webster. I give, devise, and bequeath, after the death of my husband, John Webster, the restdue of the four thousand dollars to be divided equally between and among my grandchildren which shall be alive at his decease; and, lastly, I do nominate and appoint Thomas M. Alvord, of White River, to be the executor of this, my last will and testament." It is contended by the appellants that the real estate therein described was not disposed of by said will; that the only thing that passed thereby was the right to the possession by the husband, John Webster, during his lifetime; that said will did not affect the title to the property; but that it descended to the heirs in the same manner that it would have done had Mrs. Webster died intestate. The

claim of the respondents is that the title was, by the terms of the will, vested in the executor; that thereunder he was given full power to sell the property, and apply the proceeds as directed in the will; that the only check placed upon him in making such sale was that he should consult those interested in the property as to the time when it should be made. The will was not drawn by an expert, and for that reason the most technical and appropriate language was not used in framing the different provisions; but, in our opinion, the intention of the testator can be gathered from the language used, and, if it can, it is the duty of the court to see that such intention is given effect. The appellants call attention to the fact that there are no technical words which show an intention to pass the title in the real estate to the executor or to any other person. This is probably true, but the fact that such words are not made use of is immaterial if the intent to pass the title is apparent. This intention may not clearly appear from any one clause or provision, but we think it does appear from the language used, when construed as a whole. To otherwise construe the language used will make impossible of execution many of the provisions of the will. If, of two constructions of an instrument, one will give effect to all the objects which it is evident were sought to be accomplished by its execution, and another will not, the one which will should be adopted, if the language used can be so interpreted as to allow such construction. This rule applied to the language of the will above set out will compel us to hold that the title passed to the executor. To hold otherwise would practically nullify the object of the testator in making the will. The executor is required to do things which could only be done by the exercise by him of rights in the property flowing from full title; hence it should not be held that it was only the use of it that was devised. In our opinion, the trial court correctly construed the will, and made such a decree as, under the circumstances disclosed by the record, did full justice to all of the parties to the action. Hence such decree will be in all things affirmed.

SCOTT, DUNBAR, ANDERS, and GORDON, JJ., concur.

3. Stockholders of a corporation are estopped to deny the validity of a mortgage in the giving of which they have acquiesced.

4.1 Hill's Code, § 1648, making a mortgage of personalty void as against creditors of the mortgagor or subsequent incumbrancers for value and in good faith, unless it is accompanied by the mortgagor's affidavit that it is made in good faith, and without design to delay creditors, does not apply where the subsequent incumbrancers have knowledge of the mortgage.

Appeal from superior court, King county; J. W. Langley, Judge.

Action by Roy & Co., a corporation, against Scott, Hartley & Co., a corporation, J. F. McNaught, and C. J. Johnson. From a judgment for the plaintiff, defendants appeal. Affirmed.

Battle & Shipley, for appellant McNaught. Brady & Gay, for appellant Johnson. John W. Corson, for respondent.

GORDON, J. This action was brought by respondent, a corporation, to foreclose a chattel mortgage given to secure two promissory notes, aggregating $3,000, said notes and mortgage bearing date September 2, 1893, executed by Scott, Hartley & Co., a corporation; also a bill of sale, absolute in form, but intended as a mortgage to secure a note for $500, to Barre Bros., which bill of sale also bears date September 2, 1893, and covers all of the property described in the mortgage first mentioned, and, in addition thereto, also includes one pair of horses not covered by said mortgage. The last-mentioned note and bill of sale intended to secure it were duly assigned to respondent prior to the commencement of this action. Appellants McNaught and Johnson were made parties defendant in the action, and filed separate answers. Appellant McNaught, having recovered a judgment against the corporation of Scott, Hartley & Co., on March 13, 1894, caused an execution to be levied upon the property included in the bill of sale and mortgage. The appellant Johnson claims a portion of the property by virtue of a chattel mortgage executed by the corporation of Scott, Hartley & Co., on the 14th of February, 1894, to secure its note to said Johnson, of even date therewith, in the sum of $455. At the time when respondent's mortgage and bill of sale were executed, all of the property in controversy was in King county, and said mortgage and bill of sale were duly filed and recorded therein. In January thereafter, pursuant to an arrangement between the corporation of Scott, Hartley & Co., mortgagor, and the respondent, that part of the property in question which is embraced in Johnson's mortgage (consisting chiefly of horses and their harnesses), was intrusted to one Lynch, and by him taken to Whatcom county, to be used in logging; the said Lynch promising in writing to return all of said property to King county on or before February 15, 1894. Respondent failed to record its mortgage and bill of sale in Whatcom county within 30

days after the removal of said property to said county, or at all; and it was while said property was in Whatcom county that the mortgage was given to Johnson, who duly filed and recorded the same in said Whatcom county. Prior to March, 1893, F. E. Scott and Thomas Hartley were copartners in the logging business, under the firm name of Scott & Hartley, and as such were the owners of nearly all the property in question; and said firm was at that time largely indebted to the respondent. In March, 1893, the corporation of Scott, Hartley & Co. was organized by said F. E. Scott, Thomas Hartley, and Eugene Roy, sole incorporators and trustees, said Roy being also at that time and at all times thereafter the president of respondent corporation; and, upon its formation, the firm of Scott & Hartley transferred to it all of the property here involved, except a small portion which was subsequently acquired. Thereafter said corporation of Scott, Hartley & Co. continued to deal with respondent, and respondent extended credit to it. On August 8, 1893, Hartley sold all his stock in the corporation of Scott, Hartley & Co. to Roy, who assumed, as part consideration for such transfer, "all of the liabilities of T. J. Hartley upon the obligations of the firm of Scott & Hartley, including, an account to Roy & Co., also a note of $1,330, due Roy & Co., and * all other obligations of T. J. Hartley in said firm of Scott & Hartley."

*

Appellants assail the validity of respondent's mortgage and bill of sale, and urge, among others, the following objections: (1) The want of corporate authority to execute the mortgage; (2) that they were given without any consideration, and were fraudulent; (3) that, inasmuch as Roy was the common president of both mortgagor and mortgagee corporations, the transaction between them was and is void; (4) that the bill of sale intended as a mortgage is void for want of the affidavit required by section 1648 of 1 Hill's Code, concerning mortgages. And the further point is made by appellant Johnson, viz. (5) that his mortgage is a first lien upon the property described therein, because of respondent's failure to record its mortgage in Whatcom county.

The testimony upon the trial was very conflicting, especially as to the condition of the accounts between the corporations of Scott, Hartley & Co. and respondent at the time when the mortgage to respondent was given; but, in so far as the propositions here urged are concerned, the court found: "That the said chattel mortgage and bill of sale in the plaintiff's complaint set forth were executed and delivered by Eugene Roy, as president, and F. E. Scott, as secretary, of the defendant corporation, Scott, Hartley & Co.; and that, upon the date of such execution and delivery as aforesaid, the said Eugene Roy and Frank E. Scott were the only stockholders in the corporation of Scott, Hartley

& Co. That there is no evidence that the said mortgages, or either of them, were given for the purpose of defrauding other creditors of Scott, Hartley & Co.; and that there is no evidence that Scott, Hartley & Co. was on the 2d day of September, 1893, in any way indebted to the defendant (appellant) J. F. McNaught. That the defendant Johnson took his mortgage upon portions of the identical property covered by the plaintiff's mortgage, and covered also by the said bill of sale, with full knowledge and notice of the mortgage of the plaintiff upon said property and the bill of sale of the same property, and took the said mortgage as security for an antecedent debt."

This court has held in Webster v. Thorndyke (decided March 9, 1895) 39 Pac. 677, that, "under the provisions of the statute of 1893, the findings of the trial court in an equity cause stand upon substantially the same footing as those of the court or jury in a law case; and, if a finding is supported by proof which reasonably established the facts found, it will not be disturbed because there is testimony to the contrary, even although this court might be of opinion that such testimony was entitled to greater weight than that which tended to support the finding." An examination of the record has satisfied us that there was competent proof in the court below tending "reasonably to establish" the facts found; and under the rule laid down in Webster v. Thorndyke, supra, this court is not warranted in disturbing said findings.

Objections 1 and 3, above noticed, will, for the sake of convenience, be considered together, and they are: "(1) The want of corporate authority to execute the mortgage;" and "(2) that, inasmuch as Roy was the common president of both mortgagor and mortgagee corporations, the transaction between them was and is void." As already noticed, the court found that, at the time of the execution, Roy and Scott were the only stockholders in the corporation of Scott, Hartley & Co.; and acting as president and secretary, respectively, they executed the instrument in question. It follows, therefore, that neither they nor the corporation itself can be heard to repudiate the transaction. Although the law regards with disfavor contracts made by directors of corporations with themselves, nevertheless such contracts are not necessarily void. The fact of such relationship does not of itself render the transaction fraudulent. While such a transaction is well calculated to arouse suspicion, and calls for a "rigid and severe" scrutiny in its examination, and requires clear and full proof of a valuable and sufficient consideration and of the good faith of the parties, still, when such examination has been made and such proof has been furnished, the transaction is valid as to creditors, and must stand. O'Conner Min. & Manuf'g Co. v. Coosa Furnace Co. (Ala.) 10 South. 290; Ashhurst's Appeal,

60 Pa. St. 290; Buell v. Buckingham, 16 Iowa, 284; Gordon v. Preston, 1 Watts, 385. But, assuming that the transaction was one that could be repudiated without any showing of fraud or injury, it would still be voidable merely, and not void; and the right. to avoid it would belong only to persons who had an interest in the property before the transfer, and no other person has the right to question it or set the sale aside. Buell v. Buckingham, supra; Hawley v. Cramer, 4 Cow. 717, 744; Edmondson v. Welsh, 27 Ala. 578; Wightman v. Doe, 24 Miss. 675; O'Conner Min. & Manuf'g Co. v. Coosa Furnace Co., supra; Gordon v. Preston, supra. Here appellant McNaught not only had no interest in or lien upon the property at the time when the mortgage and bill of sale in question were given, but the court has found that he was not at that time a creditor, and that there was no actual fraud in the transaction itself. Hence he clearly is not in a position to avoid the transaction. Respondent's bill of sale and mortgage being executed by the only stockholders in the corporation giving the same as between the corporations of Scott, Hartley & Co. and respondent, the same became and were valid; and while it may be true, as a proposition of law, that a minority of the stockholders may attack and rescind a contract made without authority of the corporation, and without the consent of such stockholders, acquiescence in such contract estops the corporation from impugning the same, and this proposition seems to be fully sustained by the authorities already cited. Dealings between corporations represented by the same persons as directors may be binding upon each corporation and the stockholders thereof. They become binding if acquiesced in by the corporations and their stockholders. It follows that the corporation of Scott, Hartley & Co. is estopped from setting up the invalidity of the mortgage or bill of sale, the whole number of its stockholders having concurred therein and participated in their execution; and said instruments, being valid as against the corporation and its stockholders, are valid as to appellant McNaught, who, as we have already seen, was not at that time one of its creditors; and, for like reasons, they are also valid as to appellant Johnson, who is claiming merely as a subsequent incumbran

cer.

The second objection noticed concerns exclusively a question of fact, and is answered by the finding "that there is no evidence that the mortgages, or either of them, were given for the purpose of defrauding other creditors of Scott, Hartley & Co."

The fourth contention is "that the bill of sale intended as a mortgage is void for want of the affidavit required by section 1648 of 1 Hill's Code, concerning mortgages." That section is as follows: "A mortgage of personal property is void as against creditors

of the mortgagor or subsequent purchasers, and incumbrancers of the property for value and in good faith, unless it is accompanied by the affidavit of the mortgagor that it is made in good faith, and without any design to hinder, delay, or defraud creditors, and it is acknowledged and recorded in the same manner as is required by law in conveyance of real property." And appellants rely upon this section, and upon the cases of Sayward v. Nunan, 6 Wash. 87, 32 Pac. 1022, and Sayward v. Thayer, 9 Wash. 22, 36 Pac. 966, and 38 Pac. 137. The appellants do not occupy common ground as regards this contention. The appellant Johnson is claiming solely by virtue of a mortgage executed subsequently to that under which respondent claims. The court has found that he "took his mortgage

* with full knowledge and notice of [respondent's] mortgage and bill of sale." Failure to attach the affidavit only renders the instrument void as to "creditors and subsequent purchasers and incumbrancers of the property" for value and in good faith. As to parties having actual knowledge of the existence of the mortgage, the failure to attach the affidavit is, in effect, under the statute, the same as a failure to record; and the court has held in the latter case that it was good as between the parties and those having actual notice. Darland v. Levins, 1 Wash. 582, 20 Pac. 309. Nor do we think that this objection can avail the appellant McNaught, who, as we have already seen, was not a creditor at the time when the instrument was executed and recorded. The statute makes the chattel mortgage (unaccompanied by the affidavit) void only as "against creditors of the mortgagor or subsequent purchaser, and incumbrancers of the property for value and in good faith." The word "subsequent" relates not to creditors, but to purchasers and incumbrancers. As between mortgagor and mortgagee, the instrument was valid and binding as a mortgage without the affidavit; and McNaught, being at that time a mere stranger to the property, and having no interest in it, cannot invoke the aid of the statute, which favors a class to which he does not belong.

The sole remaining claim (and one which concerns appellant Johnson only) is "that his mortgage is a first lien upon the property described therein, because of respondent's failure to record its mortgage in Whatcom county." As already stated, the court below found that Johnson had full knowledge of respondent's mortgage, and, that being true, it follows that what has already been said herein concerning the failure to attach the affidavit required by section 1648 applies to this last contention, and furnishes the answer to it.

The judgment appealed from is affirmed.

HOYT, C. J., and ANDERS, DUNBAR, and SCOTT, JJ., concur.

1. Though Code Civ. Proc. § 449, providing in regard to the docketing of judgments so as to render them a lien on the judgment debtor's land, directs that a transcript of the statement entered by the clerk in his execution docket shall be filed with the auditor, the filing of a transcript of the judgment itself is sufficient.

2. The provision of such section that the transcript shall contain the names "at length" of all the parties merely requires the names as they appear in the judgment entry not to be abbreviated, and the full Christian names are not necessary if not so set out in the judgment entry.

3. Under the provision that the transcript shall contain the amount of the judgment and costs, the failure to include therein the amount of the costs defeats the lien for them alone.

4. Under a statute requiring appellant to serve notice of appeal on all the other parties, whether the issues were decided for or against them, it is proper to serve notice on a party against whom judgment has been rendered in favor of appellant.

Appeal from superior court, King county; T. J. Humes, Judge.

Action by Patrick Lamey against Walter J. Coffman and others. From a judgment adjudging liens of some of the defendants prior to that of plaintiff, he appeals. firmed.

Af

Thomas B. Hardin, for appellant. P. P. Carroll, for respondent Friedman. Carr & Preston, for respondents Sanborn, Vail & Co., Chin Gee Hee, and Len Oi Chin.

HOYT, C. J. This action was brought to foreclose a mortgage made by the defendants Walter J. Coffman and Josie Coffman. The other defendants were joined for the reason that they claimed some interest in the mortgaged property. Upon the trial it appeared that the interest of such defendants grew out of judgments in their favor against the mortgagors. The court held that the lien of some of these judgments was superior to that of the mortgage of the plaintiff. In so doing it is claimed error was committed which should reverse the judgment. Appellant concedes that the judgments in question were rendered prior to the giving of the mortgage, and that an attempt had been made to make them a lien upon the real property of the mortgagors by causing notices to be filed in the office of the county auditor. He does not attack the judgments. His claim is that they were not liens upon the real estate of the mortgagors for the reason that the provisions of the statute in that regard had not been complied with. The transcript or statement filed with the auditor was not the same in each case, but all present substantially the same questions, and, if what was done in one case was sufficient, that done in the other cases was also sufficient. Hence, it will only be necessary

for us to determine as to the sufficiency of the proceedings in a single case.

The

In the judgment of the defendants Sanborn, Vail & Co. they were described as “A. H. Vail, W. I. Vail, and E. H. Shepard, partners doing business as Sanborn, Vail & Company." It was against the defendants Coffman, the mortgagors, was in the usual form, and a transcript thereof, duly certified, had been filed in the office of the county auditor, and duly entered and indexed by him. It did not appear from such transcript that any adjudication had been made as to the amount of costs to which the plaintiff was entitled. All that appeared upon that subject was that plaintiff should recover his costs against the defendants. It is claimed that the filing of this transcript was insufficient to make the judgment a lien upon the real property of the defendants. Section 449 of the Code of Procedure is in the following language: "Within twenty days after the entry of any judgment for the recovery of money, the clerk shall enter in said execution docket a statement of the judgment, and shall, at the request of the judgment creditor or his attorney, furnish a transcript of said judgment to the judgment creditor, and upon the filing of said transcript in the office of the county auditor, it shall be a lien upon all real estate of said judgment debtor in the county where such transcript shall be filed, for the period of five years from the time of the entry of said judgment. lien shall attach from the day of the date of said judgment, if said transcript shall have been filed within the said twenty days; and in case an attachment has been levied upon any real estate, then from the levy of the attachment. The fees for making and filing such transcript shall be paid by the judgment creditor, and be taxed as costs against the judgment debtor, and be collected as other costs in the case. Said statements and transcripts shall contain: (1) The names, at length, of all the parties; (2) the date of the judgment, and against whom rendered; (3) the amount or nature of the judgment and costs; (4) an abstract of the costs of each party, and to whom belonging," and it is claimed that thereunder the statement or transcript filed with the auditor must contain, among other things, the names at length of all the parties, an abstract of the costs of each party, and to whom belonging. It will be seen from the language of said section either that there are two methods by which the lien may be perfected or there is such a careless use of terms as to make the provisions of the section inharmonious. The first part seems to clearly imply that the judgment creditor should obtain from the clerk and file with the auditor a transcript of the judgment, while the latter part would be best interpreted by holding that such transcript was not of the judgment itself, but of the abstract thereof required by the clerk to be entered in the exe