American Radiator Co. v. Kinnear

Citations

• 56 Wash. 210
• 105 P. 630
• 1909 Wash. LEXIS 876

Syllabus

<p>Corporations — Officers—Liability fob Debts. Tbe liability of officers for corporate debts depends upon statutory provisions or tbe legal existence of tbe corporation.</p> <p>Corporations — Existence—Contracts—Subscription to Stock— Necessity. Subscription to tbe capital stock of a corporation is not essential to its legal existence or liability on its contracts.</p> <p>Corporations- — Contracts—Authority of Officers. Tbe recovery of judgment against a corporation on contract is conclusive that tbe officers bad authority to make tbe contract.</p> <p>Corporations — Contracts—-Transacting Business Prior to Subscription to Stock. Tbe transaction of business by a corporation before all of its capital stock is subscribed, contrary to Laws 1895, p. 338, does not render its contracts void; since only tbe state can complain of violation of tbe statute.</p> <p>Same- — Liability of Officers. Tbe transaction of business by a corporation before all of its capital stock is subscribed, contrary to Laws 1895, p. 338, does not render its officers individually liable for the debts upon tbe insolvency of tbe corporation, since tbe liability of officers is restricted to certain other cases by Bal. Oode, §§4265, 4266, etc.</p> <p>Same — Contracts—Estoppel. A person dealing with a cle facto corporation is estopped to deny its corporate capacity.</p>