The daily intelligencer. [volume] (Seattle, Wash. Territory [i.e. Wash.]) 1876-1881, 1881-07-03


stock The transaction can only be
impeached for fraud; 81. n. Y. l43
The -nle of value discussed as 10
miningpropersy.-L63 n Y %.
l find as matter of law. that when
ever a corporation is acting within the
scope of the legitimate purposes of its
institution all psrol contracts made by
ITS authorized agents are express prom>
ises OF the corporation. and all duties
imposed upon them by law, and all ben
efits conferred st their request, raised
implied promises for the enforcement
of which an action will lie.
The doctrine of adoption or corfirms-
ton OF the acts Of agents expressly or
by implication apply as we'll to corpo-
rations as to other principals.-[2 Cur.
tis. 5i4-5; go N Y, 81, l0l. lO.Curtis,
$50. Rule stated negatively; Is Wall,
500. Burke VS. Smith. This last case
is important also on the point that the
fact that these defendant stockholders
were trustees at the time the transfers
to the company were made, aud that
they directed or caused such transfers
to be made while they were such trus-
tees is wholly immaterial.
find 1st. That the date of deed.
and whether tie consideration was paid
or not. are facts open to inquiry by
parol proof-[14 Johus, 212.
When the deed recites that the con-
sideration has been paid, parol evidence
is admissible to show that it has not
been psid.-l20, Johns, 339. This can
not Ia dana ~ 1afaat ,ho doa1 n1l- -.
the ground of fraud. l6 Johns, All,
AZ. N Y. 800. IS Iowa 50.
The object of the deed is to pass the
estate, not to show how much the grant
or receives. Leading cases in equity.
i Vol 2. pit 1st. page, 946.
1t can be shown that the consid ra-
ton was paid by another, not the
grantor, and thus create q resulting
trust Ibid 965.
| have found thus fully upon this
point because it was so deliberately dis
cussed by learned counsel.
The facts found show that the defen-
dants paid the consideration for the
deeds made to the company; hence
they were the equitable owners of the
land. and they conveyed, or caused the
same to be conveyed to the company
for stock received by them.
find as matter of law that the stock
in the name of Walker has been paid
for. The company was organized Jan
End 1875; the sale to Walker was or
dered consummated June 10th 1875;
the conveyance of the land to the com
pany was made in February 1875, and
the distribution of the stock took place
July 18th. 1875. This being a corpo-
ration under Sec 26, the owners of the
interest in the land and mine were
deemed subscribers to the amount OF
their interests from the date of their
conveyance.
Their deemed" subscription made
them the equitable owners Of the stock
and if it was paid for at the tins of the
subscription by the conveyance. then il
it would have been paid up stock il
their hands. it certainly retained the
same quality in the hands of their
transferee. It could make no differ
ence to the plaintiffs whether the stock
thus paid for went to the original pro.
jectors or to q purchaser. Neither
does it affect the principle to ascertain
what became of the money; it all went
however, into the company.
Much uncertainty on this point ari e:
from the language of the witnesses in
describing the sale, and agencies EN-,
ployed to effect it l have felt it my
duty however to look at the substance
of the transaction. aud so viewing it
have reached the above conclusion.
find as a matter of law that subse
quent creditors are not in q position tC
impeach prior transaction either for
inadequacy of consideration, or fol-
fraud, unless it was aimed at them. A
transaction tainted with fraud even il
not absolutely void. but only voidable
1t can only be avoided by the imme
date parties.
Graham VS. Lacrosse. etc, Z r Co, 1:
Central Law Journal. page 464.
This rule is as applicable to corpora
tions as to natural persons ibid 467
Foreman VS. Bigelow 7. Reporter 49,
and authorities there cited.
/ have found as fact that Crawford
& Harrington and all OF the interve
nors become creditors of the company
subsequent to the 2ni of July, 1875
: The evidence IN fact shows that they
} became creditors long subsequent tC
that time. but have taken as the ba
J sis OF my findings the uncontrovertet
allegations of the pleadiDgs on tina
| point.
; The foregoing findings of Las, if cor
! rect, dispose of this case. but as tn,
statutes of limitations are plead and al
issue has been made upon them, it il
} my duty to find what the law is upol
that point.
/ find as matter of law tn st If Their,
J is anything due from these defen
dant stockholders. its collection i
not barred by the statute of limita
. tons.
r i base this finding upon the follow
= ing grounds and authorities
g LIST. ALI the authorities agree tina
the stock. paid and unpaid. il trus
: fund. and that the directors Of the cor
I poration are the trustee of that fund 70
. the stockholders and creditors.
Ordinarily no action OF law 20 re
, cover trusl fund lies against trus-
| tee till the accounts have been settled
8 and It remains only to pay over an rs.
> certained balace. and when, on demand
{ for the fund the trustee denies that b,
. Is trustee. and asserts that the fund 4
E held In his own right. the right of &C
ton sccrues and the statute of limita
I flnnQ 80 ~