Barnett Bros. v. Lynn

Citations

• 118 Wash. 308
• 203 P. 387
• 1922 Wash. LEXIS 643

Syllabus

<p>Corporations — Contracts—Liability of Stockholder of Corporation. The presence of individual stockholders of a fruit growing corporation at a meeting between the corporation and a fruit buyer, in which such stockholders voted that the corporation sell the fruit of the members to the fruit buyer, would not create a contract liability against the individual stockholders.</p> <p>Frauds, Statute of (1) — Promise to Pay Debt of Another. An oral promise by a stockholder of a corporation to become personally liable for its debts beyond the extent to which he stands liable under the law, being a promise to answer for the debt, default or miscarriage of another, is unenforceable within the statute of frauds.</p> <p>Principal and Agent (52-1) — Undisclosed Agency — Liability of Agent. Where, at the time of entering into a contract, it is fully known by the parties thereto that it is made for the benefit of other parties, no question of undisclosed principal is involved, and the contract is enforceable only against the party named, without any right of recourse against the third parties who are beneficially interested.</p> <p>Evidence (156) — Parol Evidence to Vary Writing — Parties to Instrument. Where a corporation entered into a written contract to sell the fruit of its stockholders, the contract cannot be varied by oral evidence that it was intended to bind the stockholders individually.</p>