Chilberg v. Siebenbaum

Citations

• 41 Wash. 663
• 84 P. 598
• 1906 Wash. LEXIS 1032

Syllabus

<p>Corporations — Insolvency—Subscriptions—Action by Creditor— Limitations. The right of action in favor of creditors of an insolvent corporation against its stockholders to enforce the stock subscription liability accrues at least as soon as the corporation disposes of all its assets, ceases to do business as a going concern and becomes notoriously insolvent.</p> <p>Same — Necessity oe Call or Assessment. After the declared or notorious insolvency of a corporation, the liability of the stockholders upon their undue stock subscriptions becomes fixed and immediately due without the necessity for a call or assessment thereon.</p> <p>Same — Judgment and Return oe Nulla Bona. Upon the insolvency of a corporation, an action by a creditor upon a demand against the corporation does not suspend the running of the statute of limitations as against stockholders until the recovery of judgment, and the corporate debt is not merged in such judgment, as judgment and return of nulla dona is not necessary where it is shown that the same would be futile.</p> <p>Same — Continuation oe Liability. The stockholders of an insolvent corporation do not continue liable upon stock subscriptions as long as liability exists against the corporation.</p> <p>Same — Notice to Creditor oe Unpaid Subscriptions. The creditor of an insolvent corporation cannot claim that his right of. action against stockholders upon their unpaid stock subscriptions does not accrue until notice that there were unpaid subscriptions was brought home to him, in the absence of fraud or concealment, since under Bal. Code, § 4269, the creditor had access to the corporate books and opportunity to ascertain the facts.</p>