April, 1901.] Opinion of the Court-WHITE, J. terested in any judgment recovered against the city of Tacoma on the establishment of this validity. The appellant, however, claimed that the respondent had no title or interest in the warrants or in the judgment that might be recovered thereon, and he assumed to act only for the Independence National Bank, and adverse to the respondent. In suits in equity brought by a trustee or otherwise affecting trust property, the beneficiary of the trust may intervene for the purpose of protecting his interest, and particularly so when the trustee shows a disposition to act adversely to his interest. Fidelity Trust & Safety Vault Co. v. Mobile St. Ry. Co., 53 Fed. 851; 11 Enc. Pl. & Pr. 500. Our statute relevant to intervention is that: "Any person may, before the trial, intervene in an action or proceeding, who has an interest in the matter in litigation, in the success of either party, or an interest against both. An intervention takes place when a third person is permitted to become a party to an action or proceeding between other perscns, either by joining the plaintiff in claiming what is sought by the complaint, or by uniting with the defendant in resisting the claims of the plaintiff, or by demanding anything adversely to both the plaintiff and the defendant. Bal. Code, & 4846. The plaintiff had a direct interest in the matter in litigation. He was interested in seeing that the validity of the warrants was established, and that a decree was entered against the city of Tacoma requiring payment. He was interested in the success of the plaintiff in obtaining this judgment. In the distribution of the proceeds of the judgment his interest was adverse to both the plaintiff and the defendant. The section quoted does not attempt to specify what or how great the interest of the intervenor shall be in order to give a right to intervene. Any interest is sufficient. Opinion of the Court-WHITE, J. [25 Wash. "The fact that the intervenor may or may not protect that interest in some other way is not material. If he has an 'interest in the matter in litigation, or in the success of either of the parties,' he has a right to intervene." Coffee v. Greenfield, 55 Cal. 382. After he has intervened, it is the duty of the court to dispose of the whole matter in controversy between the original plaintiff and defendant and the intervenor so that the interest of the intervenor shall be completely protected. If this was not to follow, the right to intervene would be a barren one. Hence we conclude that the respondent had a right to intervene in this action, and, if the allegations of his complaint of intervention are true, the judgment of the court must be upheld. When the owner pledges property or choses in action for the payment of a debt, the creditor no doubt has the right to hold the pledge until the debt is paid, and the pledgor cannot recover back the pledged property until he tender, or pay, or offer to pay, the debt. This action is not primarily for the purpose of recovering back the pledged warrants. It is to determine whether the respondent is the owner of the warrants, and entitled to recover them back, upon paying the amount for which they were pledged to the Independence National Bank. "An unlawful sale does not per se operate as a conversion, yet the pledgor may, at his option, so consider it, and that he may regard the contract as at an end, tender or offer to pay his debt and demand his pledge." Jones, Pledges, § 571. The respondent in this case offers to pay his debt, but the appellant in effect says, "I will not accept it; the warrants are mine." Under such circumstances, why go through the useless ceremony of tendering the debt for which the warrants were pledged, particularly so when the intervenor only prays that he may be adjudged the owner April, 1901.] Opinion of the Court-WHITE, J. of the warrants subject to the payment of the indebtedness, and prays that, when the indebtedness is paid, the trustee may be directed to deliver to him the warrants? The appellant was clothed by the Independence National Bank with apparent ownership of the warrants, and, claiming to be such owner, brought this action against the city of Tacoma to establish the validity of the warrants; and, while the Independence National Bank might have been a proper party to the action, it is not a necessary party. The appellant stands in the place of the Independence National Bank so far as his connection with. these warrants is concerned, and he holds them subject to all the equities existing in favor of the intervenor. The original action was commenced on May 17, 1898, and the order for leave to intervene was made on June 15, 1898. The complaint of intervention alleges that the Independence National Bank requested the respondent to procure an adjudication on the validity of the warrants, and that on the 10th of December, 1895, the Independence National Bank filed its claim with the respondent, as receiver of the German-American Safe Deposit & Savings Bank, for the loan for which the warrants were pledged; and the further allegation is made that the intervenor had no notice of the sale prior to the time it was made, that no assets came into his hands with which to redeem the warrants, and that this was known to the Independence National Bank; and it is further alleged that the Independence National Bank never informed or notified intervenor that it made an absolute claim of ownership to the warrants, but by its conduct led the intervenor to believe, and he did believe, that the German-American Safe Deposit & Savings Bank had an equity in the warrants. There is nothing in the complaint of intervention showing laches on the part of the intervenor, and we have already held Opinion of the Court-WHITE, J. [25 Wash. that the fact that he had another remedy was not material if his petition of intervention showed that he had an interest in the matter in litigation. We think the complaint of intervention stated a cause of action, and that the demurrer to the same was properly overruled. All questions involving the correct determination of this case center around the twenty-second finding of fact, which is as follows: "That said Independence National Bank of Philadelphia made said attempted sale of said warrants on April 23, 1896, for the sole and only purpose of getting title to said warrants, and not for the purpose of paying said certificate of deposit, and not for the purpose of the liquidation of said certificate of deposit." The evidence, in our opinion, fully sustains this finding. The German-American Safe Deposit & Savings Bank was a defunct institution, without assets sufficient to pay the cost and expenses of the receiver in winding up its affairs. It was absolutely beyond the power of the receiver knew this; knew also that it must look alone to the city of Tacoma for the payment of the warrants. At the time the sale was made, the Independence National Bank knew that the warrants themselves were valueless, because the city of Tacoma was refusing to pay them, and was refusing to recognize them, with a large lot of other similar warrants, as its obligations, and was contending that the same had once been paid, and that they were nullities; and this contention of the city, according to the undisputed facts, was known to the Independence National Bank as early as June 20, 1895, and from that time until February 18, 1898, when this court, on a rehearing, changed its former views and established the validity of similar warrants. Bardsley v. Sternberg, 18 Wash. C12 (52 Pac. 251, 524.) These claims of the city as to the invalidity of the warrants, etc., were well known to the April, 1901.] Opinion of the Court-WHITE, J. appellant at the time of the notice of the sale, and at the time of the sale, and the least inquiry would have given the same information as the Independence National Bank possessed to any proposed investor or purchaser. We have a right, under such circumstances, to presume that the Independence National Bank considered the warrants valueless for all marketable purposes, and that offering them for sale was but a mere idle ceremony. We think it is clear that the only object of the sale was to vest the title of the property in the Independence National Bank, so that it might be able to handle it to the best advantage if any opportunity should occur to settle with the city of Tacoma. Mr. Austin, president of the bank, testified: "We sold them in following out a universal practice, when a debt which is not paid, to always sell the securities protecting it to get title to the property, so we may be in position to handle it to the best advantage." The object of the sale of a pledge contemplated by the law is to realize thereon in payment of the debt, and, if conducted fairly under the power given to the pledgee, it will not be set aside because the highest market price was not realized. We will now review the cases cited by the appellant. King v. Texas Banking & Ins. Co., 58 Tex. 669, simply holds that the pledgee is not required to wait until the money market is better; that the parties must have contemplated when the pledge and debt were made that there would be risk of fluctuations in the money market. In Whitin v. Paul, 13 R. I. 40, it is held that the pledgee of a chose in action given as a collateral was bound to use reasonable and ordinary diligence in realizing its value, but he was not bound to exercise extraordinary care, and was not bound to watch the market for the most favorable opportunity to sell the pledge. This case is far from supporting the proposition that the pledgee can sell when there |