Miller v. Denman

Citations

• 49 Wash. 217
• 95 P. 67
• 1908 Wash. LEXIS 554

Syllabus

<p>Corporations — Subscriptions to Stock — Liability of Incorporators Upon Abandonment — Trust Companies. Under Laws 1903, p. 367, prohibiting a trust company from doing business until all its capital stock is subscribed and paid in, the original incorporators are liable to a subscriber for the amount paid on his subscription upon their abandonment of the enterprise for failure to secure full subscriptions of the stock, regardless of fraud or conspiracy in the soliciting of the subscription, and although the same was solicited by and paid to only one of their number. .</p> <p>Principal and Agent — Authority of Agent — Ratification of Agent's Act. Where the incorporators of a trust company abandon the enterprise because of inability to secure subscriptions to the stock, a paid up subscriber to the stock does not, as a matter of law, ratify the unauthorized investment of his money in a state bank by reason of failing to promptly object, but the same is a question for the jury, where it appears that the subscriber was a farmer, unacquainted with business methods, that the secretary of the trust company, in the letter inclosing stock of the state bank, falsely represented that such investment was only temporary and for the purpose -of paying a dividend until incorporation of the trust company, subscriptions to which would be solicited until they could complete organization and take over the business of the bank; since full knowledge of material facts is essential to ratification.</p> <p>Same. In such a case, the subscriber would not be compromised by his election, against his protest, to the office of director and vice president of the trust company.</p> <p>Same — Evidence of Ratification. Upon an issue as to the ratification of an unauthorized investment of plaintiff’s money in bank stock, which plaintiff had not promptly returned on receipt, plaintiff may show that the certificate delivered was an overissue, and also that a portion of his money represented to be inves