Clark v. Groger

Citations

• 102 Wash. 188
• 172 P. 1164
• 1918 Wash. LEXIS 941

Syllabus

<p>Corporations—Dissolution-—Powers op Trustees. A corporation with defined powers limited to the manufacture and sale of beer and the operation of a brewery, is not dissolved by the state-wide prohibition law; and its stockholders are not thereby made tenants in common of its property, but as between stockholders, it may engage in any lawful business, and the trustees have power to assemble its assets and liquidate its indebtedness and, pending a formal dissolution, conduct its affairs.</p> <p>Same—Rights of Stockholders. A stockholder of such a corporation dispossessed by stockholders in control of the stock, has no right to assert possession over other stockholders, by reason of his former control of the majority of the stock.</p> <p>Trover and Conversion-—What Constitutes—Claim of Title— Trustees op Corporation. Corporation trustees are not guilty of a conversion in taking possession of the property of a stockholder, where, by resolution, they disclaimed any intention of claiming the same as owners, admitted the adverse title, and demanded its removal from the plant.</p> <p>Same—Trustees of Corporation—Liability. One refusing to remove his property on demand of trustees of a corporation, cannot hold-the trustees liable for the value of the property used, as for a conversion by them, his remedy being against the corporation for an accounting for the property used by it.</p> <p>. Corporations—Rights of Stockholder. Where a stockholder’s operation of a corporation plant was by sufferance only, without any right of possession, upon dispossession he cannot recover for lost profits anticipated in continuing the business.</p>