Bell v. Scranton Coal Mines Co.

Citations

• 59 Wash. 659
• 110 P. 628
• 1910 Wash. LEXIS 1258

Syllabus

<p>Corporations — Stock—Sale op Shares — Escrow — Contract— Transfer of Title. A contract identifying a certificate of 10,000 shares of corporate stock, placed in escrow, to be delivered to one of' the parties on expiration of the escrow, and declaring it to be his property, is an acknowledgement, as between the parties, that the title thereto is in such party.</p> <p>Damages — Penalty—Forfeiture—Contracts—Construction. A contract for the sale of 20,000 shares of corporate stock provides for a penalty or forfeiture, which will not be enforced in equity, where it provides that 50,000 shares of stock deposited in escrow by the vendors shall be received by the vendees in case the vendors do not pay certain debts of the corporation assumed by them, whether the vendees complete the purchase or not, that it was optional with the vendees to pay said indebtedness and receive the 50,000 shares, and that if they elected not to pay the debts and decided not to purchase the 20,000 shares they were to have returned to them the purchase money paid and also receive the 50,000 shares of the vendor’s stock deposited in escrow; since the shares deposited in escrow to secure, payment of the debts assumed by the vendors are to be forfeited by the defaulting party at all events regardless of the different degrees of importance of the several acts, thus making the stipulated securities in some instances too large.</p> <p>Damages — Penalty—Nominal Damages. In a controversy over the title to corporate stock claimed to be forfeited on violation of a penalty, only nominal damages will be inferred in the absence of proof of actual damages.</p> <p>Pleading — Answer—Admissions. Where a complaint alleges that corporate stock was worth seventy-five cents to one dollar per share, and the answer denies that its value exceeds five cents per share, the-value stated in the answer is not admitted and taken as true for want of any reply.</p> <p>Chadwick and Fullerton, JJ., dissent.</p>