Metcalfe v. Mental Science Industrial Ass'n

Citations

• 127 Wash. 50
• 220 P. 1
• 1923 Wash. LEXIS 1254

Syllabus

<p>Appeal (277) — Record—Contents op Statement op Facts — Objections and Rulings — Admission op Counsel. In the absence of the opening statement of counsel, the supreme court cannot review an order dismissing the action on the insufficiency of the complaint and the opening statement; and it cannot be urged that the dismissal was because of the insufficiency of the complaint alone, since the court cannot deprive respondent of its right to rely on the motion because of the opening statement of counsel.</p> <p>Cobpobations (43, 49, 50i) — Stock Payment — Adequacy op Consideration- — Fraudulent Issue — Riohts op Subsequent Stockholders. The complaint of subsequent stockholders in a corporation that the original stock was fraudulently issued for an inadequate consideration, with the knowledge of the trustees, promoters and present stockholders, is insufficient where it does not allege the value of the stock when issued or the value of the property and services for which it was issued.</p> <p>Same (43) — Payment—Consideration. Where subsequent stockholders took the same in the face of formal entries showing the consideration for the original stock, theretofore issued, they cannot set up reliance upon alleged fraudulent oral representations which showed that the real consideration would have worked a greater fraud upon other persons; and if there was any constructive trust, it was not converted into an express trust for their benefit by such representations.</p> <p>Same (216) — Insolvency—Appointment of Receiver — Grounds. A receiver should not be appointed for a corporation at the suit of stockholders who are in the majority and can control its affairs, in the absence of any showing of insolvency or any serious allegations of mismanagement.</p>