Hunter v. Baker Motor Vehicle Co.

Citations

• 225 F. 1006
• 1915 U.S. Dist. LEXIS 1334

Syllabus

<p>1. Corporations <@=>542—Corporate Property—Trust Fund.</p> <p>Assets of the corporation belong to it, and are held in trust for the carrying on of its business and the payment of its just debts and obligations the balance, if any, belonging to the stockholders; and such assets may be followed into the possession of any one who has obtained them through fraud or without consideration.</p> <p>[Ed. Note.—For other cases, see Corporations, Cent. Dig. §§ 2154r-2160; Dec. Dig. <&=>542.]</p> <p>2. Words and Phrases—“Waiver.”</p> <p>The doctrine of “waiver” implies knowledge, and is not applicable to one who has acted without full knowledge of all the facts.</p> <p>[Ed. Note.—For other definitions, see Words and Phrases, First and Second Series, Waiver.]</p> <p>3. Corporations <@=>542—Dissolution—Rights op Creditors.</p> <p>A creditor held a valid claim against a corporation which was dominated and controlled by another corporation. Subsequently the debtor corporation became insolvent, and all the creditors, except plaintiff, agreed that an extension of time for the payment of its debts might be granted. The receiver in bankruptcy was subsequently appointed, who applied for permission to sell the property of the corporation in bulk. In this agreement plaintiff was induced to join, in consideration of the execution of a contract and bond whereby his claim was to be paid in full out of the proceeds of the sale; the agreement being to pay him “such sum or sums as he may be entitled to i-n law out of the amount received by the receiver herein for distribution to creditors.” Held, that the contract contemplated the payment of plaintiff’s claim in full, and not a percentage pro rata with other creditors.</p> <p>[Ed. Note.—For other cases, see Corporations,, Cent. Dig. §§ 2154r-2100 ; Dec. Dig. <@=>542.]</p> <p>4. Corporations <@=>1—Corporate Existence—Legal Entity.</p> <p>The fiction of corporate entity may be disregarded, where the corporation is so organized and controlled,