National Realty Co v. Neilson

Citations

• 73 Wash. 89
• 131 P. 446
• 1913 Wash. LEXIS 1560

Syllabus

<p>Corporations — Stock — Subscriptions — Cancellation. With the unanimous consent of all the subscribers, a subscription to the capital stock of a corporation may be cancelled when the rights of creditors are not involved, and this may be done without an express or formal contract; hence a subsequent issue would not be an over-issue.</p> <p>Same — Liability of Subscriber — Defenses. Where the rights of creditors are involved, it is not a defense to an action on an unpaid subscription that all of the stock of the company had not been subscribed.</p> <p>Same — Stock Subscriptions — Insolvency—Rights of Creditors and Stockholder. Where a subscription contract called for $150 per share for stock of the par value of $100, and a subscriber gave his note for the full amount, which was exchanged for bonds that became assets of the company, the subscriber is not entitled, as against creditors, to recover from the receiver the difference between the par value of the stock and the amount paid; since the rights of creditors are superior to those of stockholders.</p>