Leezer v. Fluhart

Citations

• 105 Wash. 618
• 178 P. 817
• 1919 Wash. LEXIS 619

Syllabus

<p>Guaranty (9)—Stockholders’ Guaranty of Corporate Debt— Construction-—Extent of Liability. A contract whereby stockholders bound themselves to pay the full amount of the company’s debt or forfeit the amount of stock set opposite their names, reciting that “this guarantee of payment” is in satisfaction in full of the claim and lien against the company, is a promise to pay in money, to which the privilege of taking stock is collateral, the option being in the promisee; especially where the promisors, in tendering the stock, reserved the right to redeem it at its redemption value.</p> <p>Corporations (55) —Stock—Transfer—Contract — Preferences. A creditor, accepting preferred stock upon a stockholders’ guaranty of the company debt, takes the same with all the privileges accorded by the by-laws providing for the retirement of preferred stock by payment of the purchase price with the privilege of receiving common stock, and his relation as a preferred stockholder would not be severed by a tender of the amount of the debt after he had closed the account.</p> <p>Guaranty (13)—Discharge—Payment or Satisfaction—Tender. Under a contract whereby stockholders guaranteed to pay the company’s debt in money or by the forfeiture of an aggregate amount of stock, a tender of the stock reserving the right to redeem it under a by-law of the company would be a discharge of the guaranty, since the terms of the by-laws could not be injected into the contract.</p>