From a judgment in favor of defendant after trial before the court without a jury in an action to recover a sum alleged to be due as salary plaintiff appeals.

Viewing the evidence most favorable to defendant (Patten & Davies Lbr. Co. v. McConville, 219 Cal. 161, 164 [ 25 Pac. (2d) 429 ]), the essential facts are these:

The salary of plaintiff, an employee and director of defendant corporation, was fixed by the directors at meetings when he was present by resolutions for which he voted, of which the following are typical:

Francesca Allera, an Italian lady, 76 years of age, who could read, speak and understand but very little English, was one of the principal stockholders of defendant corporation. She entered into an agreement with plaintiff, which read thus:

These are the questions presented for determination:

The first question must be answered in the affirmative. We have examined the record and are of the opinion there was substantial evidence considered in connection with such inferences as the trial judge may have reasonably drawn therefrom to sustain the implied finding of fact set forth supra. We therefore refrain from further discussion of the evidence. (Thatch v. Livingston, 13 Cal. App. (2d) 202 [56 Pac. (2d) 549] ; People v. Groves, 9 Cal. App. (2d) 317, 321 [ 49 Pac. (2d) 888 , 50 Pac. (2d) 813 ] ; Leavens v. Pinkham & McKevitt, 164 Cal. 242, 245 [ 128 Pac. 399 ].)

The law is settled that a resolution of a board of directors of a corporation carried by the vote of an interested director is voidable, unless (1) the fact of such participation shall be disclosed or known to the board of directors and noted in its minutes, and then by such board be approved by a vote sufficient for such purpose without counting the vote of interested directors, or (2) the fact of such interest be disclosed or known to the stockholders, and such action of the board of directors ratified by the vote of a majority of the stockholders, or (3) the transaction be one that is just and reasonable to the corporation at the time it is authorized. (Civ. Code, sec. 311.)

Hence, since plaintiff was an interested director in the resolutions fixing his salary, the resolutions were voidable at the option of defendant corporation, and, as no one of the three methods hereinbefore mentioned for validating the resolutions had been complied with, judgment was properly rendered for defendant.

As to the second question, plaintiff urges numerous objections to the rulings of the trial court on the admission and exclusion of evidence, none of which were prejudicial to plaintiff and only one merits our attention. The trial judge permitted a witness to testify to a statement of plaintiff over his objection that a proper foundation had not been laid in that there was no testimony first as to the time, place, and parties present when the statement was made.

The trial judge’s ruling on this objection was correct. The law is settled that the declaration of a party against his interest concerning the subject of the controversy is admissible against him and it is not necessary that the circumstances of time, place and parties present should first be stated. These questions may properly be asked on cross-examination. (Dil ler v. Northern Calif. Power Co., 162 Cal. 531, 538 [ 123 Pac. 359 , Ann. Cas. 1913D, 908] ; Swartz v. Feddershon, 92 Cal. App. 285, 292 [ 268 Pac. 430 ] ; Wigmore on Evidence, (1904) vol. 2, 1220, sec. 1051.)

For the foregoing reasons the judgment is affirmed.

Grail, P. J., and Wood, J., concurred.

A petition by appellant to have the cause heard in the Supreme Court, after judgment in the District Court of Appeal, was denied by the Supreme Court on September 27, 1937.