Van Horn v. New Western Shingle Co.

Citations

• 54 Wash. 117
• 103 P. 42
• 1909 Wash. LEXIS 954

Syllabus

<p>Pleading — Denials—Admissions in Answer — Corporations— Stockholders. The denial of eaeb and every allegation of a complaint by one alleging bimself to be a stockholder in a corporation does not put his ownership of stock in issue, where other portions of the answer are pregnant with admissions of such fact.</p> <p>Corporations — Stock-—Transfer on Books — Necessity—Waiver —Estoppel. Bal. Code, § 4261, providing that transfers of stock in a corporation are void until entered on the books of the company is for the benefit of the company and may be waived by it; and a cornpany is estopped to deny that an assignee of stock not entered is a stockholder, after electing him a trustee and recognizing him as a stockholder by various acts.</p> <p>Trial — Oeder of Proof — Discretion. In an action by a stockholder of a corporation for fraud, requiring the plaintiff to first establish his ownership of stock relates only to the order of proof, and is within the discretion of the trial judge.</p> <p>Corporations — Receivers—Appointment—Complaint by Minority Stockholder — Sufficiency. A complaint by a minority stockholder of a corporation states a sufficient cause of action for a receivership, especially when liberally construed on demurrer ore tenus, where it alleges that one-third of its assets and capital, of the value of $27,000, were dissipated through maladministration and incompetence in 1908, which will continue during 1909; that it is about to lose its mill site of the value of $4,000 or $5,000, and suffer-irreparable injury by requiring a removal, through the same causes, and that the managers have illegally voted salaries to themselves to pay for stock purchased to control the company; and it is error to confine the proof to the last allegation, as that simply goes to other charges of maladministration alleged in the complaint.</p>