Baker v. Seattle-Tacoma Power Co.

Citations

• 61 Wash. 578
• 112 P. 647
• 1911 Wash. LEXIS 1126

Syllabus

<p>• Corporations — Stockholders—Dealings With Corporation — Profits Made. Where the continued existence of a corporation requires the purchase of a competing business, a syndicate consisting; of officers and a majority of the stockholders of the corporation may, after full disclosure of all the facts, acquire the property and resell it to the corporation at a profit to themselves, and are not within the rule preventing officers of a corporation from dealing'in property of' the corporation (Chadwick, J., dissenting).</p> <p>Same — Action by Stockholder — Waiver of Objections — Estoppel. A minority stockholder is estopped from maintaining a suit to compel a syndicate, consisting of officers and a majority of the-stockholders, to pay to the corporation a profit realized by them in the purchase of a competing business, to save the life of the corporation, and a resale by them to the corporation at a profit, where-such minority holder, after objecting to the sale, made a written waiver of his .objections and ratified the sale, in order that certain bonds of the corporation could be sold (Chadwick, J., dissenting).</p> <p>Same — Meetings—-Voting by Proxy. A stockholder’s proxy-clothes the proxy holder with full power to represent such portions, of the stock, and hinds the absent owner, in the absence of fraud.</p> <p>Corporations — Stockholders—Actions Between — Allowance of Attorney’s Pees. Where, in an action hy a stockholder to recover from officers and other stockholders a profit realized hy them in. dealings between themselves and the corporation, payments are made to the corporation by stockholders who do not care to contest the matter, it is proper to allow the plaintiff an attorney’s fee, although the payments were voluntary.</p>