Mitchell v. Jordan

Citations

• 36 Wash. 645
• 79 P. 311
• 1905 Wash. LEXIS 642

Syllabus

<p>Pleadings — Complaint — Sufficiency — Objection Not Made Below. Upon the review of an equitable case, where, after findings of fact are made, the lower court dismissed the action, the insufficiency of the complaint cannot be urged in support of the judgment for the first time in the supreme court, but its sufficiency will be tested by the facts shown in the record.</p> <p>Corporations — Capital a Trust Fund for Creditors — Receiver to Enforce. The capital stock of an insolvent corporation is impressed with a trust for the benefit of the creditors, and the receiver is the proper party to enforce the same.</p> <p>Same — Distribution of Assets Among Stockholders in Fraud of Creditors — Stock Held as Security. Where the stockholders of an insolvent corporation sold all the assets and divided the same among themselves by declaring a dividend, a party who held a majority of the stock as security for advances made by him to purchase a stock of goods for the company, and who received part of the assets in repayment of his advances with notice of the fraud upon creditors, is liable to the extent of the amount received, in an action brought by the receiver of the company in the interest of a creditor who had obtained a judgment against the company upon which execution was returned unsatisfied.</p> <p>Same. The fact that such party agreed, to surrender his stock to the other stockholders upon repayment of his advances, does not entitle him to claim that his position was not that of a stockholder, as between himself and creditors of the corporation.</p>