Bergman v. Evans

Citations

• 92 Wash. 158
• 158 P. 961
• 1916 Wash. LEXIS 1133

Syllabus

<p>Corporations — Stock Subscription — Enforcement by Stockholder — Necessity for Call. A call for unpaid stock subscriptions is not a condition precedent to an action by an injured stockholder, who had paid for his stock in full, to collect for the corporation unpaid subscriptions payable on twenty days’ notice, from stockholders controlling the directors who refused to make a call upon demand and necessity therefor; the action being equivalent to a call, which a court of equity had power to order.</p> <p>Appeal — Review—Pleadings—Amendments. Upon a trial de novo on appeal, the complaint will be deemed amended to conform to the proof.</p> <p>Evidence — Parol to Vary Writing — Subscription Contract. In the absence of fraud, a written subscription contract agreeing to pay for the number of shares of stock set opposite the names of the subscribers, cannot be varied by evidence of a contemporaneous oral agreement that the subscribers would not be required to pay more than the sums already paid.</p> <p>Corporations — Stock Subscriptions — Liability — Fraud. An agreement with one subscriber not to enforce his subscription in full, is not such an element of fraud as to release other subscribers, where it does not appear that creditors had notice of the agreement.</p> <p>Same — Stock Subscription — Enforcement by Stockholder — Liability — Extent. In an action by a stockholder who had paid for his stock in full to enforce payment by the delinquent stockholders, in order to pay debts of the corporation, the recovery is not limited to the pro rata amount required to pay creditors and wind up the affairs of the corporation, where it was a going concern and could continue business if the stock was fully paid up.</p> <p>Same — Enforcement by Stockholder — Laches. An action by a subscriber who had paid for his stock in full to enforce payment by delinquent stockholders is not barred by laches in that he had participated with other directors in borrowing money for the corporation