Stanoff

On September 3, 1968, plaintiff sued defendant for conversion of merchandise; default judgment in the amount of $23,783.50 was entered October 22, 1968. On March 7, 1969, defendant filed notice of motion to vacate default and default judgment. Plaintiff appeals from order granting the motion.

The following background was presented to the trial court by way of supporting declarations of defendant and his counsel, Mr. Hansen. Plaintiff was incorporated in 1966; defendant was a director and secretary-treasurer and owned 50 percent of the stock, D'Anfrasio owned the other 50 percent; the board of directors consisted of defendant, D'Anfrasio and Terrence W. Cooney, attorney for plaintiff who kept all records and upon whom the parties relied for advice. Differences arose between defendant and D'Anfrasio and in April 1968 they met informally in Mr. Cooney's office where D'Anfrasio orally agreed to buy defendant's stock in plaintiff corporation and Mr. Cooney was to prepare the papers; the papers were never prepared, the agreement never reduced to writing and D'Anfrasio never complied, thus defendant continued to act as secretary-treasurer, countersigning all…