Statement by Benson, J.: The further facts will be found in the opinion. Mr. A. G. Thompson for appellant. Messrs. George W. Gearhart and H. H. Northup for respondent. This is an action for money had and received by the defendant for the use of the plaintiff. The complaint is in the usual form, and the answer is a general denial. Upon stipulation the case was tried by the court without a jury. The evidence discloses the following facts: The plaintiff, a widow, was the owner of certain business property on Wash- dence, over defendant's objection, a as ington street in Portland, upon which there was a mortgage for $13,000. The property was sessed at $31,200. Being in financial straits, she was trying to sell this property, and the defendant, learning this fact, informed J. R. Ellison of the fact, and the latter authorized defendant to offer plaintiff $10,000 in cash, and his residence property at the corner of 37th and Morrison streets in Portland, which was valued at $5,000. Plaintiff insists that this offer was never disclosed to her, but that defendant told her that Ellison was willing to pay her $4,000 in cash and convey to her the residence property mentioned, and certain other lots, which in fact belonged to defendant. The latter offer was finally accepted by her, and when she conveyed her property to Ellison, she received the $4,000, in cash, less a commission of $750, which she paid to defendant, and some incidental expenses, and also received deeds to the properties already referred to. In one of the houses conveyed to her by defendant, there was some furniture which was included in the conveyance. Thereafter, discovering that defendant had received $6,000 of the original cash offer, in payment for the lots which he had deeded to her, and that he had not disclosed to her the offer as made by Ellison, plaintiff tendered him a deed to such property and made a demand for the $6,000, which was refused, and she brought this action. At the conclusion of the trial, the court made findings of fact, and entered a judgment in favor of plaintiff, from which defendant appeals. Benson, J., delivered the opinion of the court: Our attention is first called to the fact that the court admitted in evi written instrument which reads thus: For services rendered in the sale of my property located between 16th and 17th street on Washington street and more fully described as Number 531 on Alder street and 528, 528, and 530 on Washington street in the city of Portland, state of Oregon, I hereby agree to pay to 0. V. Badley, the agent who sold said property to one J. R. Ellison, the sum of seven hundred and fifty ($750) dollars, and I hereby order and direct Geo. W. Gearhart, the atO. V. Badley said sum of $750 when torney for J. R. Ellison, to pay to final settlement is made and Mr. Ellison's part of the agreement for the exchange of the properties is fulfilled, said contract being a part of this memorandum. Cora E. Puffer. This document was introduced by the plaintiff as evidence of the fiduciary relation existing between plaintiff and defendant in the transactions involved herein. Defendant argues that it is inadmissible for the reason that it does not satisfy the requirements of § 808, L. O. L., as amended by Laws 1917, p. 786, which is the Statute of Frauds. The portions of this statute which are to be considered in this connection are as follows: "In the following cases the agreement is void unless the same or some note or memorandum thereof, expressing the consideration, be in writing and subscribed by the party to be charged, or by his lawfully authorized agent; evi (Or. -, 181 Pac. 1.) dence, therefore, of the agreement shall not be received other than the writing, or secondary evidence of its contents, in the cases prescribed by law: An agreement entered into subsequent to the taking effect of this act, authorizing or employing an agent or broker to sell or purchase real estate for a compensation or commission; provided, however, that if the note or memorandum of such agreement be in writing and subscribed by the party to be charged, or by his lawfully authorized agent, and contains a description of the property sufficient for identification, and authorizes or employs the agent or broker named therein to sell such property, and expresses with reasonable certainty the amount of the commission or compensation to be paid such agent or broker, such agreement of authorization or employment shall not be void for failure to state a consideration." It is clear that the writing in question satisfies every requirement of the statute, including the signature of the defendant, but it is urged that the instrument discloses upon its face the fact that it was executed after the sale was made, and was not signed by the defendant until after the payment of the commission therein specified. We are of the opinion, however, that a written memorandum of the agreement executed after the performance of the services satisfies the demands of the statute just as effectively as if it were written and signed prior thereto, and in this view we are supported by the cases of Re Balfour & Garrette, 14 Cal. App. 261, 111 Pac. 615; Carrington v. Smithers, 26 Cal. App. 460, 147 Pac. 225; Muir v. Kane, 55 Wash. 131, 26 L.R.A. (N.S.) 519, 104 Pac. 153, 19 Ann. Cas. 1180; Ide v. Stanton, 15 Vt. 685, 40 Am. Dec. 698. The writing in question was properly admitted in evidence, and very clearly Brokeremployment agreementwriting executed after services rendered. Evidencememorandumbroker-existing tended to establish plaintiff's con- relations. It was defendant's contention that he was at no time acting as the agent for plaintiff, but that throughout the entire negotiations he was representing Ellison only. In support of this theory he offered in evidence the deposition of R. W. Zimmerman, who at the time of taking the deposition, and at the time of trial, was with the American Expeditionary Force in France. By this evidence it was sought to establish that Zimmerman was a real estate broker, acting independently of defendant, with whom plaintiff had "listed" her property for sale; that he, as her agent, had conducted the negotiations with defendant as the agent of Ellison; had communicated to her, by telephone, the full details of Ellison's original offer, which had been rejected by her; that before the bargaining was finally concluded, he was called into clusion of affairs entirely in the the public service, and left the conhands of Badley, the defendant. This evidence was not excluded by the court, but was admitted "subject to the objection," the court evidently treating the case, so far as procedure is concerned, as if it were a suit in equity. However, the court at the same time announced that in weighing the evidence he should not consider the evidence tending to prove agency in Zimmerman, for the reason that, if there were any such agency, its proof rested in parol, and was incompetent, as violating the Statute of Frauds as prescribed in § 808, L. 0. L. It may be-although it is not necessary for us to decide that such parol evidence is admissible collaterally, to show the relationship of the parties, where the enforcement of the specific contract is and giving it all of the effect to which it is entitled, the finding of the trial court that the defendant was the agent of plaintiff is fully justified. Evidencevalue of property. Plaintiff introduced, over the objection of defendant, the testimony of B. D. Sigler as to the market value of the properties which were conveyed by defendant to plaintiff, and this ruling is assigned as error. Plaintiff concedes that under the pleadings this evidence is not strictly relevant to the issues, but urges that it was relevant and competent for the purpose of showing that plaintiff did not act capriciously in repudiating the transaction of which she complains, but had a real grievance. For this purpose it was admissible; but, even if it were otherwise, we are unable to discover wherein the defendant suffered any injury therefrom, since the final determination of the cause is based upon the fact that the relation of principal and agent existed between the parties, and that de Appealnonprejudicial errorevidence. fendant, while acting as agent for plaintiff, failed to disclose to her the true offer made by Ellison for her property. In Williams v. Burdick, 63 Or. 41, 125 Pac. 844, we find this language: "In an action tried by a court without a jury, the receipt of incompetent evidence, properly excepted to, is not prejudicial, unless injury has necessarily resulted." It is also urged that plaintiff must fail by reason of the fact that she had both actual and constructive knowledge of Ellison's offer, and of the fact that some of the properties belonged to defendant before the deal was finally consummated. Regarding actual knowledge, the defendant introduced evidence to the effect that Zimmerman, in a tele -finding on conflicting evidence. phone conversation, informed Mrs. Puffer of Ellison's offer, and that she rejected it. This testimony is flatly contradicted by her, and the conflict is conclusively disposed of by the finding of the trial court. Attorney The contention of defendant in reference to constructive knowledge is based upon the theory that George W. Gearhart was acting as legal adviser for plaintiff in the transaction, and that he had full knowledge of the facts. The record discloses that Gearhart was representing Ellison in the matter, while Mrs. Puffer was relying upon the services and advice of Judge H. H. Northup. Judge Northup at this time became ill, and asked Mr. Gearhart to act for him in passing upon the sufficiency of the title to the several properties, as disclosed by the several abstracts. This he did, and Mrs. Puffer accepted his assurance as to the title in the tracts of land. It is conceded by all that in every other detail Mr. Gearhart was the attorney for Elli- knowledge son. Therefore any knowledge which tion from Gearhart may have opposite parties. had as to the Ellison offer, and the source of the real estate which was actually conveyed, cannot be imputed to the plaintiff, for "the rule that notice to an agent is notice to his principal is not applicable unless the notice has reference to business in which the agent is engaged under authority from the principal, and is pertinent to matters coming within that authority; and hence a principal is not affected with knowledge. which the agent acquires while not acting in the course of his employment, or which relates to matters not within the scope of his authority, unless the agent actually com imputed to client-informa municates his information to the principal." 2 C. J. 863. It is further urged that when plaintiff tendered to defendant a deed to the properties conveyed to her by him, and demanded payment of the money he had received therefor from Ellison, she made no men CHARLES S. FLORENCE, Trustee, etc., of H. C. De Beaumont, Bankrupt, Attorney Appt., V. H. C. DE BEAUMONT et al., Respts. Washington Supreme Court (Dept. No. 1)– April 24, 1918. 1. The knowledge by an attorney of the fraudulent character of a transfer of property by an insolvent is not imputed to one lending money on a mortgage of the property to the transferee, merely because, when the attorney who represented the parties to the fraud approached the money lender with the mortgage for execution, the latter consulted him as to the value of the property offered as security for the loan. [See note on this question beginning on page 1592.] bind his principal by his knowledge than by his acts in matters outside the scope of his authority or employment. [See 2 R. C. L. 962; 21 R. C. L. 841.] - knowledge of attorney - interest in concealment. 5. One of two parties to a loan transaction, who are represented by the same attorney, is not chargeable with notice of the facts known to the attorney through his relation to the other party, which it is to the interest of the latter to conceal from him. [See 2 R. C. L. 965.] APPEAL by plaintiff from a judgment of the Superior Court for Asotin County (Miller, J.) dismissing as to one of the defendants an action brought to set aside an alleged fraudulent conveyance. Affirmed. The facts are stated in the opinion of the court. Messrs. Fred E. Butler and E. J. Doyle, for appellant: A state of facts more fraudulent and marked with as many badges of fraud as this case could hardly be imagined. 20 Cyc. 445, et seq.; Ogden State Bank v. Barker, 12 Utah, 27, 40 Pac. 769; Morse v. Ryland, 58 Kan. 250, 48 Pac. 957; Hadley v. Adsit, 3 Kan. App. 122, 42 Pac. 836. The combining of all the defendants together to commit a fraud under the Bankruptcy Laws of the United States constituted a conspiracy, and the acts and declarations of one was and is the proper evidence against the others. 8 Cyc. 679; Blain v. State, 33 Tex. Crim. Rep. 236, 26 S. W. 63; People v. Daniels, 105 Cal. 262, 38 Pac. 720; Hawkins v. Alston, 39 N. C. (4 Ired. Eq.) 137. Morrison is liable for the acts of his agent. Alaska S. S. Co. v. Pacific Coast Gypsum Co. 78 Wash. 247, 138 Pac. 875; Eaton, Eq. Jur. p. 132; Hart v. Sandy, 39 W. Va. 644, 20 S. E. 665. There is no distinction between an attorney at law and other agent, and the principal is bound by the knowledge possessed by both the attorney or other agent. Bierce v. Red Bluff Hotel Co. 31 Cal. 161; Wittenbrock v. Parker, 102 Cal. 93, 24 L.R.A. 197, 41 Am. St. Rep. 172, 36 Pac. 374; Rogers v. Palmer, 102 U. S. 263, 26 L. ed. 164; Brown v. Jefferson County Nat. Bank, 19 Blatchf. 315, 9 Fed. 258; Merchants' Nat. Bank v. Lovitt, 114 Mo. 519, 35 Am. St. Rep. 770, 21 S. W. 825; Wright v. Muxlow, 8 Ben. 52, Fed. Cas. No. 17,629; Allen v. McCalla, 25 Iowa, 464, 96 Am. Dec. 56; Smith v. Ayer, 101 U. S. 320, 25 L. ed. 955. Mr. C. H. Baldwin for respondents. Ellis, Ch. J., delivered the opinion of the court: from Denny the value of a crop of grain, at the time of the transac tions in question growing upon the land conveyed by De Beaumont and wife to Denny. It was orally stipu lated in this court that F. G. Morrison, after plaintiff took this appeal, has died, and that Ellen T. Morri son, the duly appointed executrix of his estate, be substituted as respondent in this appeal. We find it unnecessary to notice the pleadings further than to say that they sufficiently present the issue of good faith in these transactions. The cause was tried to the court without a jury. The court found in substance that upon and prior to May 12, 1914, De Beaumont and wife were the owners as their community property of 320 acres of land in Asotin county, Washington, subject to a mortgage for $9,000 to the Holland Bank; that they also owned certain farm machinery, hogs, cattle, sheep, and eight work mules and harness; that the mules were subject to a mortgage of $500 to the Holland Bank; that there was growing upon the premises during the seasons of 1914-15 a crop of grain; that the land and personal property constituted all of the property owned by the De Beaumonts at that time from which claims of creditors could be satisfied; that at that time and prior thereto De Beaumont was insolvent, owing debts in the sum of $15,000; that on May 12, 1914, De Beaumont conveyed the real estate mentioned to Denny, and on the same day transferred and delivered to Denny all of the above-mentioned personal Plaintiff, trustee of the estate of property and crops on the land; that H. C. De Beaumont, a bankrupt, the deed and bill of sale were filed brought this action against De Beau- for record on May 13, 1914, at the mont and wife, T. U. Denny and request of C. H. Baldwin, attorney wife, and F. G. Morrison, to set for De Beaumont and Denny; that aside as in fraud of creditors a deed the deed and bill of sale were withand bill of sale made by De Beau- out consideration, and were made mont and wife to Denny and a chat- for the purpose of hindering, delaytel mortgage made by Denny and ing, and defrauding De Beaumont's wife to Morrison, and to recover the creditors; that at the time of this personal property transferred and transaction De Beaumont's attor mortgaged by these instruments, or ney, Baldwin, was preparing for its value, and further to recover, him a petition in bankruptcy, and |