Theis v. Spokane Falls Gas Light Co.

Citations

• 34 Wash. 23
• 74 P. 1004
• 1904 Wash. LEXIS 305

Syllabus

<p>Corporation s — Disincorporation—Bona Fide Intent to Discontinue Business — Fraud on Minority Stockholders. Bal. Code, § 4275, providing that any corporation may dissolve and disincorporate by application to the superior court upon a vote of two-thirds of the stockholders, authorizes a disincorporation only upon a bona fide intent upon the part of the people interested to discontinue the business, and does not, as against the objection of a single stockholder, authorize a dissolution of a prosperous company for the purpose of enabling the majority stockholders to get control of the business by a sale of the property and the organization of a new corporation, with the same powers, and to continue the same business.</p> <p>Same — Actual Intent to Dissolve — When not Shown. Actual intent to dissolve a corporation by proceedings to disincorporate is not shown, where the company was prosperous, and a syndicate of the majority stockholders attempted to purchase all the stock, and organized a new company of slightly different name, to operate in the same town, with the same powers and substantially the same owners, and the object was plainly to get rid of a stockholder who had refused to sell his stock.</p> <p>Same — Sufficiency of Evidence. A dissolution of a corporation by proceedings to disincorporate by a two-thirds vote of the stockholders is not warranted by the fact that one object was to secure a larger bonded indebtedness at a less rate of interest, when the majority owners of the stock were also owners of the bonds and consented to release the same upon payment of the cash.</p> <p>Same — Conclusive Evidence of Fraud. That such a dissolution was a scheme in the interests of the majority stockholders is conclusively shown by the testimony of their representative to the effect that they were not out here for philanthropy and would not be reducing the rate of interest if it were a benefit to the minority stockholders.</p>