Ochs v. Green

Citations

• 83 Wash. 45
• 145 P. 82
• 1914 Wash. LEXIS 1595

Syllabus

<p>Banks and Banking — Stockholders —■ Agreements Between— Sale of Stock — Conditions—Performance or Breach. Where tbe principal owners of a bank, wbicb they were about to sell, purchased the stock of a minority stockholder for $75 per share under an agreement to use their best efforts in settling up its affairs and to distribute to each share its proportion if more than $75 was realized per share, the principal owners are not liable on the theory that they received $106.05 per share, where it appears that they sold the bank at $100 per share “made sound,” that the sale did not include the real estate or securities not approved of, and they were compelled to take back the real estate and certain securities not considered of full book value, the assets had depreciated, and there was a wide margin between the actual and hook value, diligent efforts had been made to realize upon all the assets, the assets having been administered in good faith, and it is not at all likely that $75 per share will be realized by any one except the complaining minority stockholder who sold his stock, and who knew the situation and made no objections when statements were exhibited to him.</p>