Sherwood & Roberts-Oregon, Inc. v. Alexander

525 P.2d 135 (1974)

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Nature of the Case

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Facts

P was in the business of securing loans. D was in the business of real estate development. P was hired by D to secure a loan. P informed D that in order to get the loan it wanted it would have to apply for the loan in a corporate form as the rate that was obtainable was usurious. P also needed a 1% commitment deposit that would be refunded if the loan were not secured and applied to the fees of the loan if it was consummated and kept if the loan was secured but not consummated by D. P prepared a note for the good faith deposit of the 1% and D signed the note for Iron Mountain Investment Co, Inc. Both P and D knew that no such corporation existed. P secured the commitment and D refused to take the loan or to even incorporate. P sued D under ORS 57.793: joint and several liability for all persons who presume to act for a corporation without authority or a certificate to do so.