Borde v. Kingsley

Citations

• 76 Wash. 613
• 136 P. 1172
• 1913 Wash. LEXIS 1982

Syllabus

<p>Corporations — Stock—Sale—Fraud—Treasury Stock — Estoppel. Where the promoter of a corporation admitted that stock was issued in his name to be held as treasury stock and sold for development purposes, it is in law, treasury stock, and the promoter cannot assert that the purchaser of stock from him is estopped to set up that it was sold as treasury stock, because issued in the name of the promoter and marked “common.”</p> <p>Same — Fraud in Sale oe Stock — Duty to Investigate. The failure of the purchaser of mining stock to make a personal investigation as to representations made by- the vendor does not prevent a rescission by the vendee for fraud, where the subject-matter was not at hand and the facts were within the knowledge of the vendor and could not be ascertained by the vendee without trouble and expense.</p> <p>Same — Sale oe Stock — Fraud—Rescission by Vendee. The purchaser of mining stock is entitled to rescind for fraud where the stock was purchased upon representation that the money paid would be used in patenting claims, upon which the company held an option, but this was not done, and the money was diverted to other expenses and the claims lost, there never having been any intention to patent the claims.</p> <p>Mines and Minerals — Mining Corporations — Stock—Issuance— Subscriptions — Necessity. The earlier acts providing that no actual subscription to the stock of a mining corporation need be made where the stock consists of the aggregate valuation of the whole number of feet, shares, or interest in a mining claim, and making transfer of the title to the claim the legal equivalent for stock subscriptions, must be construed as in pari materia witb the later act, Rem. & Bal. Code, § 3677, providing that no corporation shall do business until the whole amount of its capital stock has been subscribed; hence the stock of a mining corporation must be subscribed or the company must be possessed in its own right of a mining claim for the working and develo