Turner v. Tjosevig-Kennecott Copper Co.

Citations

• 116 Wash. 223
• 199 P. 312
• 1921 Wash. LEXIS 830

Syllabus

<p>Pleading (14)—Allegations Inconsistent With Wbitten Instruments. Where a cause of action is pleaded as being founded upon certain contracts which are set out, the pleadings must give way to the contrary provisions of the contract.</p> <p>Corporations (55, 60)—Stock — Sales — Pledges — Title of Pledgee. A contract fpr stock in a corporation in consideration of mining claims sold to the corporation is valid and legal where it provided that the money payment was to be derived from sales of the balance of the stock; that the entire capital stock should be held in pledge by a bank, to be released and sold in certain blocks, from the proceeds of which sales certain sums were to be paid on the purchase price due the claim owners; and that, in the event of failure of the corporation to meet the purchase price, it should forfeit all rights to have the unsold shares returned to it, but that such unsold stock should become the property of the claim owners.</p> <p>Same (28)—Capital Stock—Reduction. Under a contract providing for the sale of mining claims to a corporation, all of the stock of which except a certain number of shares given the claim owners was to be sold and the proceeds turned over to them, the stock, pending sales, being deposited in bank as a pledge for the purchase price, there was no diminution of the capital stock or assets, within the prohibition of Rem. Code, § 3697, where no stock had been issued which was not paid for, and nothing was taken out of the assets to pay for the stock.</p> <p>Same (83)—Capital Stock—Right to Vote—Pledges. A pledge of the entire capital stock of a corporation to secure performance of a contract to pay for the property acquired by the corporation would not constitute the pledgee a stockholder.</p>