Friedman v. Padmore

Citations

• 103 Wash. 562
• 175 P. 163
• 1918 Wash. LEXIS 1107

Syllabus

<p>Corporations — Stock—Sale—Contract — Construction. Where plaintiff sold. 10,000 shares of capital stock to defendant, by contract providing that 3,000 shares were to belong to the buyer on payment of $2,500, and same was to be pledged to secure the performance of the buyer’s agreement to save the seller harmless from her indebtedness to the company on account of advancements of future dividends, and the balance, 7,000 shares, to be placed in escrow until paid for, and all except the 3,000 shares to be fully forfeited as liquidated damages in case of default in payments, it was not intended to require a payment of the advances made in any event, but only to save harmless therefrom if the contract be fully performed; and the contract having been forfeited by the seller as to the 7,000 shares for defaults, it carried its own measure of damages in the sums paid and forfeited, and the seller cannot recover anything in addition, the 7,000 shares being burdened for advances as if no contract had been made.</p>