Walton Lumber Co. v. Commonwealth Lumber Co.

Citations

• 95 Wash. 295
• 163 P. 762

Syllabus

<p>Corporations — Stockholders — Liability — Transfer of Stock. The original subscribers to the capital stock of a corporation, who, in good faith, sold and transferred their stock while the corporation was a going concern, are not liable to subsequent creditors, upon their original stock subscriptions.</p> <p>Same. The resolution by the directors of a corporation levying an assessment upon the capital stock of two per cent per month, until the entire capital stock is paid up, while in the nature of a call making the subscriptions presently due, does not change the nature of the debt or render the original subscribers liable to subsequent creditors, where they had, while the company was solvent, sold and transferred their stock in good faith to parties who assumed payment of the subscriptions.</p> <p>Same — Capital Stock — Transfer — Recordins. Where the only book kept by a corporation was its minute book, and transfers of stock and the contracts relating thereto were filed in the minute book, failure to further record being no fault of the stockholders, there is a sufficient recording of the transfers, as against subsequent creditors.</p>