Washington Mill Co. v. Sprague Lumber Co.

Citations

• 19 Wash. 165
• 52 P. 1067
• 1898 Wash. LEXIS 344

Syllabus

<p>APPEAL — BRIEFS CORPORATIONS — NOTE AND MORTGAGE BY STOCKHOLDERS— CONSIDERATION — RIGHTS OF CREDITORS — RECEIVERS.</p> <p>Appellant’s brief will be stricken from the files, when it fails to comply with the supreme court rule requiring references therein to the pages of the record for verification, except in cases where the record is not very extensive.</p> <p>The giving of a joint and several note by one stockholder of a corporation as principal and by the other stockholders as sureties creates an individual liability against the makers, although they may have intended by its execution to create an obligation against the corporation.</p> <p>The fact that the stockholders of a corporation are estopped to deny the validity of certain notes and mortgages as subsisting corporate obligations is not necessarily binding upon the creditors nor the receiver of the corporation.</p> <p>A receiver of an insolvent corporation may, in behalf of Creditors, disaffirm acts of the corporation and maintain actions to set aside transfers and conveyances of the corporate property made in fraud of their rights.</p> <p>Where mortgages given by a corporation have been declared invalid at the suit of a receiver of the corporation, all bona fide creditors, prior as well as subsequent, are entitled to participate in whatever funds the receiver may procure as the proceeds of the property of the corporation.</p> <p>Although corporations in this state ¡have power under Gen. Stat., § 1500 (Bal. Code, § 4253), to mortgage real and personal property, such power must be confined within the purposes for which the corporation was created, and does not authorize corporations to mortgage their property to secure the debt of any, or all, of its stockholders, to the injury of its creditors.</p> <p>When a corporation enters into a contract which under no circumstances it has power to make, such contract is void as to its creditors, although assented to by all of its stockholders, since the party attempt