The plaintiff Evans obtained a judgment upon three causes of action against the defendant, Yakima Valley Grape Growers Association, a corporation engaged in marketing the crops of its grape-grower members. The defendant appeals.
That part of respondent’s first cause of action with which we are here concerned arose out of an oral contract of employment, under the terms of which he served as appellant’s manager upon a commission basis.
The respondent terminated his services as manager on May 27, 1948, and commenced this action for commissions on January 28, 1953, more than three years thereafter.
The first cause of action is barred by the three-year statute of limitations, RCW 4.16.080 (3), Rem. Rev. Stat., § 159 (3), which relates to:
“(3) An action upon a contract or liability, express or implied, which is not in writing, and does not arise out of any written instrument; . . .”
The controversy between the parties was not over the existence of an oral contract of employment, but as to its terms and the amount due thereon. No exhibit in the case purports to be an executed written contract of employment upoh which the suit is brought.
The trial court acted upon the theory that certain *636exhibits relating to the oral contract of employment are written instruments which bring the action within the six-year statute of limitations. RCW 4.16.040' (2), Rem. Rev. Stat., § 157 (2), is the six-year statute. It applies to:
“(2) An action upon, a contract in writing, or liability express or implied arising out of a written agreement.”
The trial court’s theory is expressed in the following finding of fact:
. . That said agreements are evidenced in writing and the defendant’s liability thereon arises upon a written instrument, to-wit: the minutes of the director's meetings of the defendant and the audit of 1948 approved and adopted by the defendant. That according to said audit as corrected by the testimony, there was due and owing to Mr. Evans, the plaintiff herein, from and after May 27, 1948, the sum of $3,400.40 on account of the balances due under said agreements pertaining to commissions and under said agreement pertaining to the sale of office furniture.” (Italics ours.)
The audit referred to by the court was made by the appellant’s auditors and is contained in their report, which is a part of the association’s records and which, in schedule H, purports to set up the balance due the respondent.
The respondent contends the facts in the court’s finding bring him within the rule of Voorhees v. Nabob Silver-Lead Co., 174 Wash. 5, 24 P. (2d) 114. We do not agree. The following determinative fact is quoted from the Voorhees case and distinguishes it from the instant case:
“On or about August 1, 1927, appellant audited, approved and allowed the claim by resolution of its board of directors, duly entered in the minutes of the proceedings of the corporation, and issued its voucher in writing in the sum of $750 for the balance of such attorneys’ fees, and has failed, neglected and refused to pay the same or any part thereof. The demand was for $750, together with interest at the rate of six per cent per annum from August 1, 1927.” (Italics ours.)
The Voorhees case was analogous to an action upon a promissory note for the payment of a liability arising out of an oral contract. This is made to appear in this further quotation from that case (pp. 10, 11):
*637“Although the trial court referred to the instrument as an account stated, that is immaterial. The basis of the suit is upon the written instrument. . . .
“This action was instituted on the instrument above described by the filing of the complaint in the office of the clerk of the court below on January 22, 1932. Being governed by the six-year statute of limitations, it was well within the period of limitations.” (Italics ours.)
There is no voucher, promissory note, check, or other instrument of similar import in the instant case. The action is predicated upon appellant’s obligation to pay its liability under the oral contract, which is governed by the three-year statute.
The appellant’s audit of its books and the approval thereof by the board of directors amounts to no more, in any event, than an account stated, which is under the three-year statute of limitations. Hamlin v. Flick, 130 Wash. 126, 226 Pac. 484; Tonkon v. Small, 143 Wash. 665, 255 Pac. 1033.
The instant case is within the purview of Aall v. Riverside Irr. Dist., 157 Wash. 442, 289 Pac. 22. That case was also an action to recover for services rendered under an oral contract, in which the plaintiff relied upon corporate minutes to bring him under the six-year statute of limitations. The minutes in question contained the following entry:
[The Board accepted Mr. AalVs proposition to take charge of the survey at $250 per month . . .’ ”
This language shows an employment and fixes the duties and salary thereof.. Nevertheless, the court went on to say:
“We conclude that appellant’s employment contract was not wholly in writing and therefore not in writing within the meaning of Rem. Comp. Stat., § 157, subd. 2 [RCW 4.16.040 (2), Rem. Rev. Stat, § 157 (2)].”
The statute in question requires a “contract in writing,” or “a written agreement,” not some ex parte memorandum related thereto. In Bicknell v. Garrett, 1 Wn. (2d) 564, 96 P. (2d) 592, 126 A. L. R. 258, we said:
*638• “It is obvious that we cannot find that it is an express liability arising out of a written agreement, unless we can see or know the contents of the agreement. It is equally obvious that we cannot hold that the liability sued upon is an implied liability arising out of a written agreement, unless the agreement relied upon is produced so that we may determine whether its language warrants the implication. The action, therefore, must fail.” (Italics ours.)
■ Since the first cause of action is barred by the three-year statute of limitations, the judgment thereon is reversed.
. . The respondent’s second cause of action is upon a written contract, under the terms of which he agreed to sell his grape crops to the appellant for ten years. It provided:
“3 — That the Grower agrees to accept and the Association agrees to return in cash the general market price, same as other juice factories and processors pay.”
■ .Respondent delivered his 1948 crop in the amount of 84,373 pounds, for which he was paid at the rate of twenty dollars a ton. The market price was forty dollars a ton. He was given judgment for the balance owed in the amount of $843.73 with interest at six per cent.
The appellant’s appeal on the second cause of action, with one exception, raises only questions of fact. The trial court’s findings .of fact are adverse to the appellant, and we find them to be supported by the record.
The appellant changed its bylaws so that the purchase price of grapes would be paid for out of a crop pool of all the members, instead of by the above contract method. The court correctly found that the respondent, who did not vote for the amendment, was not bound by it and could, therefore, enforce his rights under his contract. 8 Fletcher Cyclopedia, Corporations (Perm, ed.) 720, § 4188.
The appellant contends that the respondent waived his contract rights and is estopped to assert them because, as manager of the association, he advised other members to vote for the change in the bylaws here in question. This contention is unsound. Such an act is’without legal significance. ’
*639The judgment on the second cause of action is affirmed.
The respondent’s third cause of action is predicated upon what the appellant designates as redeemable certificates of indebtedness. These written instruments are the unqualified promises of the appellant to pay the amount shown on the face thereof in ten years to the party named therein. They were given in payment for grapes purchased from members of the appellant and are transferable upon its books. The respondent is the owner of a number of these certificates, which he obtained either from the sale of his own grapes or by assignment from other members.
A chain reaction here comes into play. When the appellant refused to pay the respondent for his 1948 crop and breached its contract, as set out in the second cause of action, the respondent, acting upon the breach, refused to deliver subsequent crops of grapes. This he had a right to do, but the appellant treated his refusal as a breach of his contract and, acting thereon, repudiated its obligation on the redeemable certificates of indebtedness owned by the respondent. This the appellant had no right to do.
Accordingly, respondent brought his third cause of action for the immediate payment of the certificates by reason of appellant’s repudiation of them, which he had a right to do and for which the court gave him judgment.
Since only questions concerning these facts as found by the court are raised upon the appeal of the third cause of action, and we find them to be supported by the record, the court was correct in granting judgment for respondent and denying appellant any relief on its cross-complaint.
The judgment on the third cause of action is affirmed. No costs shall be allowed to either party.
Donworth, Weaver, Rosellini, and Ott, JJ., concur.