tract. As was said in the case of Manning v. Dallas, 73 Cal. 420, [15 Pac. 34], where a complaint similar to the one here was considered, though not on demurrer: "Under the complaint the plaintiff was entitled to recover, if he had performed services for the defendant, such sum as defendant had agreed to pay him for his services, or if no price was fixed, then such sum as his services were reasonably worth."

But while, as we have intimated, the special demurrer should perhaps have been sustained, if for no other reason than to compel pleaders to adhere to the very first rules of good pleading, we think the error of the court in overruling it could not have operated prejudicially against the defendant, in view of the answer and the trial.

The averments of the answer addressed specifically to each of the counts of the complaint do not raise an issue of fact, because they do not involve direct denials of the existence of the several claims declared upon. The answer "denies" each of the counts of the complaint in the form in which the denial is interposed to the count alleging indebtedness to one B. E. Hooper, which is as follows: "Said defendant denies that the defendant became justly or otherwise indebted to B. E. Hooper for a balance on account for labor and services, or labor or services, rendered said defendant by said B. E. Hooper between the first day of March, 1907, and the first day of September, 1907, or any other time, in the sum of four hundred and thirteen and 56/100 dollars."

It is at once apparent that the foregoing denial involves a negative pregnant, the denial being in the precise sum alleged in that count of the complaint, and, therefore, an admission of an indebtedness of any lesser amount. (Blankman v. Vallejo, 15 Cal. 638; Towdy v. Ellis, 22 Cal. 650; Estee's Pleadings, sec. 3174.) Moreover, there was no evidence offered by the defendant to prove that the claims pleaded in the complaint did not exist or were paid. Certainly it cannot be said that, having failed to deny that it was indebted to the plaintiff in some sum of money, and having made no effort to disprove the existence of the claims counted upon, the defendant suffered any injury. Our code expressly declares that "the court must, in every stage of an action, disregard any error or defect in the pleading or proceedings. which does not affect the substantial rights of the parties,

and no judgment shall be reversed or affected by reason of such error or defect." (Code Civ. Proc., sec. 475.)

In the case of Gasson v. Bower, 72 Cal. 555, [14 Pac. 206], it is said: "Where a pleading is demurred to for ambiguity, we think that if the party was not misled to his prejudice, the ambiguity cannot be said to 'affect the substantial rights of the parties.' And we do not think that in this case the appellant was misled."

In Rooney v. Gray Bros., 145 Cal. 753, [79 Pac. 523], it is said: "When a case has been tried and a judgment rendered on the facts, in order to warrant a reversal upon the ground of error in overruling a demurrer interposed upon the ground of uncertainty in the complaint, it must appear that some substantial right of the demurrant has been affected, some prejudicial error, as distinguished from abstract error, suffered by him, or he has no room for complaint." (See, also, Alexander v. Central L. & M. Co., 104 Cal. 532 et seq., [38 Pac. 410]; Rooney v. Gray Bros., 145 Cal. 753-758, [79 Pac. 523]; Bank of Lemoore v. Fulgham, 151 Cal. 234-237, [90 Pac. 936]; Peterson Bros. v. Mineral King etc., 140 Cal. 624-627, [74 Pac. 162]; Huffner v. Sawday, 153 Cal. 86-89, [94 Pac. 424].)

In the case at bar, under the pleadings, there was nothing to prevent the defendant from attempting to disprove the claims set out in the complaint. It is no answer to the claim that the defendant sustained no substantial injury to now say that no issue upon the indebtedness was raised by the pleadings, and that the court would most likely have sustained objections to any evidence which might have been offered to negative the claim of indebtedness. The fact remains that the evidence is sufficient to support the findings of the court in favor of the plaintiff, and that the defendant made no effort either by the pleadings or proof to deny or disprove an indebtedness to plaintiff arising out of all the claims. counted upon. In other words, we do not think that the defendant could have been misled to his substantial injury through the conceded inartificiality of the averments of the complaint, nor that, having gone to trial without tendering an issue upon the fact of indebtedness, and having failed even to offer proof against the existence or breach of the contracts out of which the several claims pleaded in the com

plaint are alleged to have arisen, it is in a position now to complain.

3. It is claimed that there is no finding as to interest, and that, therefore, the judgment, to the extent that it awarded interest on the several claims set forth in the complaint, is without support from the findings. This contention arises from the nature of the allegation as to interest and of the findings of fact. The complaint in each of the counts avers that the plaintiff "claims interest" on the amount alleged to be due. This, it is said, is not the averment of a fact, and that, as the court does not make a specific finding as to interest, but only finds generally that "all the allegations and averments of said plaintiff's complaint are true," and that "all the allegations and denials of the answer of said defendant are untrue," the judgment is without a prop upon which to rest so far as interest is concerned.

The special demurrer to the several counts of the complaint is not, as we have seen, addressed to the allegation upon the subject of the interest claimed upon the several pleaded claims from the time they became due and payable. And the answer does not deny that the plaintiff is entitled to interest on said claims, and thus the defendant admits the truth of the averments as to interest, although it cannot be denied that they do not involve high-class pleading.

4. It is lastly claimed that the evidence is insufficient to support the findings, and that the court committed prejudicial error in its rulings admitting in evidence the several assignments by the original owners of the claims. Neither point is well taken.

As to the findings, the court based its decision upon the admission of the answer; that is, the court assumed, as we have held that it was justified in doing from the nature of the averments of the answer upon the question of indebtedness, that there was no issue before the court with the exception of that tendered by the denials as to the assignments. Besides, each of the assignments contained an itemized account of the indebtedness, and, while the specific purpose for which the assignments were introduced was, no doubt, to prove the fact of the assignments of the claims to plaintiff, yet they were not specifically limited to that purpose, and,

therefore, it was proper for the court to consider them for all the purposes of the case and, consequently, as evidence of the indebtedness. We think the findings are sufficiently supported by the evidence and the admissions of the answer.

5. Nor was it error for the court to admit the assignments in evidence for the purpose of showing the transfer of the claims to the plaintiff. It was shown that the assignment by the Visalia Electric Railroad Company of its claim to plaintiff was executed on behalf of said company by James H. Crossett, the manager of that corporation. It was further proved that the assignment of the claim of S. Sweet Company, a corporation, was executed by Mr. Levis, its general manager, and to this assignment was attached the corporate seal of the corporation.

It will not be doubted that the manager of a corporation may, for such corporation, perform any act within its ordinary business transactions and affairs. And it cannot be questioned that an assignment of an account for transporting freight by the manager or superintendent of a railroad corporation, or for merchandise sold by a mercantile company, involves anything beyond the transaction of the ordinary af. fairs of such corporation or mercantile company. The objection to the introduction of these assignments was upon the ground that there was no evidence disclosing the authority of the parties executing the assignments to thus act for the corporation. We think that the proof of the execution of the instruments by the managers of the corporation amounted to at least prima facie proof of the authority in the managers to execute them upon behalf of the corporations they represented, and that it was incumbent on the defendant to overcome the effect of such proof if it could do so.

In McKiernan v. Lenzen, 56 Cal. 61, objection having been made to the reception in evidence of an assignment of an account executed by the manager thereof on behalf of the corporation upon the ground that power in said manager to perform that act for the corporation was not shown, the supreme court thus disposes of the point: "No formal objection has been made to the assignment by him; the sole objection is, that he had no power to make it at all. . . . In respect to the management of its business, a general manag

ing agent and superintendent is the representative of the corporation, and may do in the transaction of its ordinary affairs what the corporation itself could do within the scope of its powers."

In Jennings v. Bank of California, 79 Cal. 323, 328, [12 Am St. Rep. 145, 21 Pac. 852, 854], it is said: "The officers who transact the ordinary business of a corporation are presumed to have authority to do all acts which are usual and incidental thereto." The following authorities affirm the rule as thus stated: Greig v. Riordan, 99 Cal. 316, [33 Pac. 913]; Seely v. San Jose I. M. & L. Co., 59 Cal. 22; Bates v. Coronado Beach Co., 109 Cal. 160, [41 Pac. 855]; Waterman on Corporations, sec. 30.

The cases cited by the appellant upon this proposition are not in point; two of these were where the secretary of a corporation undertook to perform some act for the corporation which was not within his authority as such officer. Besides, there should be a distinction between a secretary of a corporation and the manager or managing agent thereof as to the presumption of power to do or perform any act within the ordinary affairs of the corporation. Ordinarily, a manager of a corporation has control of the administrative affairs of such corporation to the extent that he may perform many acts within the ordinary transaction of its business affairs without express or direct authority from the board of directors; while the secretary is, ordinarily, a mere ministerial officer under the control of the manager and the board of directors; and whose authority does not extend to the transaction of the ordinary affairs of the corporation upon his own independent volition and judgment.

Our conclusion is, as is apparent from the foregoing views, that, while there is much in this record justifying criticism, particularly as to the pleadings, there is nothing so serious as to warrant a reversal of the judgment and the order. The judgment appears to be just and the appeal here has been, as is obvious, pressed on ultra technical lines.

For the reasons herein set forth, the judgment and order appealed from are affirmed.

Burnett, J., and Chipman, P. J., concurred.