Jones-Thompson Investment Co v. Cascade Steel Foundry Co.

Citations

• 59 Wash. 601
• 110 P. 417
• 1910 Wash. LEXIS 1248

Syllabus

<p>Corporations— Stock — Subscription — Fraud—Evidence—Sufficiency. The evidence is insufficient to show fraud in securing a subscription to the stock of a corporation to be paid for by the conveyance of land, upon representations that all the' stock was subscribed and that a plant for the manufacture of steel castings would be constructed on the land, where it merely appears that the work of constructing the steel plant was suspended on account of a financial depression and not abandoned, and all the stock was subscribed, although part of the subscribers were probably not financially responsible, there being however no such want of ability to pay and knowledge by the corporation as to support a charge of fraud in procuring the subscriptions; especially where .the plaintiff consummated the land deal by a deed without conditions after suspension of the work of construction of the plant.</p> <p>Deeds — Forfeiture—Breach of Conditions — Merger op Preliminary Matters. There can be no forfeiture of land conveyed by absolute deed without conditions, pursuant to a contract to erect thereon a manufacturing plant, where the only condition precedent to the malting of the conveyance was the expenditure of $5,000 in preparing the ground, which was fulfilled, and the contract fixed no time for the completion of the plant, the construction of which had simply been suspended and not abandoned; since the preliminary matters were merged in the deed, which could not be set aside for breach of condition not expressed in it.</p>