Bergman Clay Manufacturing Co. v. M. L. Bergman

Citations

• 73 Wash. 144
• 131 P. 485
• 1913 Wash. LEXIS 1570

Syllabus

<p>Receivers — Appointment—Grounds. The power to appoint a receiver must be exercised with caution, and an appointment made only when there is no other adequate remedy.</p> <p>Corporations — Receivers — Grounds — Collecting Unpaid Subscriptions. A receiver cannot be appointed to collect unpaid stock subscriptions where the corporation is solvent and it has sufficient other assets to pay its debts.</p> <p>Corporations — Stock Subscriptions — Power to Collect — Rights op Stockholders. Rem. & Bal. Code, § 3694, providing that the stockholders may prescribe the times and manner of payment of stock subscriptions, and giving the trustees power to demand and call in subscriptions, does not confer autocratic powers; and the directors failing to exercise good faith, the stockholders may make and enforce a call in the name and for the benefit of the corporation.</p> <p>Corporations — Receivers—Appointment — Grounds — Inspection op Books. A minority stockholder having the right to inspect and examine the books, it is not necessary to appoint a receiver to expert the books of a corporation and compel an accounting with one of its debtors.</p> <p>Corporations — Suits on Behalf of Corporations — Action by Stockholders. Where the officers of a corporation refuse to bring suit to collect a debt due and owing to the corporation, the stockholders may maintain the action without resort to a receivership.</p> <p>Corporations — Receivers—Grounds—Fraud. A receivership is not necessary to prevent the trustees of a corporation from selling its property in fraud of the rights of stockholders, since there is an adequate remedy by injunction.</p> <p>Corporations — Sale oe Property — Rights oe Stockholders — Fraud. A sale of the property of a corporation to a competing corporation having some common stockholders is not necessarily a fraud.</p>