Pitcher v. Lone Pine-Surprise Consolidated Mining Co.

Citations

• 39 Wash. 608
• 81 P. 1047
• 1905 Wash. LEXIS 911

Syllabus

<p>Corporations-—Stockholders—Action to Restrain Sale as Ultra Vires—Purchase oe Stock for Purpose of Suit—Interest of Plaintiff—Actions—Equity. Where a few dollars are invested in the purchase of stock in a corporation, after the sale of all its assets, for the purpose of bringing a suit against the trustees to set aside the sale, which has been ratified by over ninety per cent of the stockholders, the purchaser has no such interest as to enable him to maintain an action in equity.</p> <p>Same — Suit by Minority Stockholders — Sale of All Assets to Reorganized Corporation—Ultra Vires—Good Faith of Trustees —Ratification. A sale of all the assets of a mining corporation to a reorganized company having the same trustees, for the purpose of raising money to pay a mortgage due to three of the trustees, who participated therein, and also for development work, is not ultra vires and void as to minority stockholders, where it appears that the corporation was justly indebted to the trustees, that its stock was nonassessable, and the new corporation was organized with assessable stock by the same trustees, and all stockholders were given an opportunity to exchange their stock on equal terms, the assessments to pay the indebtedness and raise money for development work; and where ninety-three per cent of the stockholders made the exchange and the sale was ratified at a stockholders’ meeting, everything being done in good' faith and for the best interest of the stockholders.</p>