Wilson v. Mears

Citations

• 105 Wash. 296
• 177 P. 815
• 1919 Wash. LEXIS 580

Syllabus

<p>Corporations (174)—Contract With Promoters—Construction —Adoption. Under a contract for the conveyance of land to promoters of a corporation, which provided that $5,000 be paid by the issuance of stock, and that other stock issued to the promoters was to be placed in escrow as security for the balance due which was to be paid by the company, and that, if the balance was not paid when due, such stock was to be turned over to the vendors, it was the intention, on default, that the stock in escrow be delivered in payment for the land; hence a delivery according to the contract could not have been as security but was in payment of the contract, as adopted by the company.</p> <p>Same. In such case, where the company when organized adopted the promoters’ contract, but failed, as it agreed to do, to pay the balance of the purchase price, which was paid by the delivery of the promoters’ stock to the vendors, the promoters are entitled to be subrogated to the rights of the vendors against the company, had the vendors elected to waive the security and proceed against the company for the unpaid purchase price.</p> <p>,, Same. A promoter, who was manager and a heavy stockholder in a company organized to purchase and work a mining prospect, is not, on default of the company in payment of the price, liable therefor, on the theory that the company having ability to pay, failed to do so, where the evidence failed to show that the company’s stock had a market value, it had agreed not to sell its treasury stock, and its property had no real value except as a prospect; since in the absence of proof, it must be assumed that it defaulted in its obligations on account of lack of ability to pay them.</p> <p>Appeat, (389)—Review—Amendments. Upon appeal of a case tried to the court, where all the evidence was admitted, and brought up, all amendments to the complaint that could have been made will be considered as made, as directed by Rem. Code, § 1752.</p>