The daily intelligencer. [volume] (Seattle, Wash. Territory [i.e. Wash.]) 1876-1881, 1881-07-03
DAILY INrELLICENCER.
Sunday, July 8, 1881.


Crawford s. Harrington ct al vs. the
The Talbot Coal Co.. and its stock
holders.
This cause was referred some time
ago to Judge Jacobs. as REFEREES. to take
the evidences aud TO make findings. both
Of Law and facts therein. and be yester~
day read 20 the attornies his findings of
fact. and his opinion of Law upon those
facts. As this case 10 OF general inter-
est. and involves many novel and intri-
cate questions OF corporation law, We
have obtained from one of the attor-
sies copy for publication. The facts
will sufficiently appear from the opin-
ion. II will be seen that the referee
finds for the stockholders.
OPINION AND FINDINGS OF LAW.
Right ct the threshold of this case /
find decision Of the honored Judge OF
this Court. which. in my opinion, IN.
der the facts found, settles the case In
favor OF the defendants. the shockhold-
ers sought to be made liable for plain
tiff's demands.
II il my duty ss referee to administer
the law IS settled by the Court. Ii is
to me an agreeable and pleasant duty.
II the decision is wrong an appeal TO
On appellant tribunal will rectify that
wrong; il it Is right then the plaintiffs
have no case. That decision is that the
facts Of this case, as set forth in the
pieadings, briHg the defendants within
the protection of Of sec &c. page 407.
Laws Of 1873 The decision Is not in
so many words. but it necessarily in
cludes the proposition. for it is clear that
the Court hold that il was not necessa-
~ for it to appear in the articles OF in
corporation nor in the by laws nor any
Of the constating instruments that the
stock consisted OF the aggregate valua-
ton Of the whole number Of feet. shares
or interest in mining claims or lands in
this Territory, but that general words
might be used indicating cash capital,
and that parol evidence was admissible
TO show the real facts. Such being the
law Of the case have admitted and
considered all kinds of parol testimony
tending TO prove what the real facts
were.
l would not have considered it neces-
sary to state as fully as have above
my opinion OF what had been done in
this case, had 10 not been for the
lengthy and ingenious arguments made
by learned counsel, pro and con. on the
point.
LIST. find 40 matter Of lawlthat John
Collins, James Mcknight, John Leary
and M Padden were the equitable own
ers Of the lands that they conveyed, or
caused to be conveyed, TO The Talbot
Coal Co. John Leary was the legal
owner of the lands conveyed by him.
Collins and McNsught held bonds for
deeds. aud caused conveysnces to be
made by the obligees to the company
The consideration for the nonveyances
to the company was paid by Collins,
Mcknight, Padden and Lsary. i,
made no difference in law whether the
obligors conveyed TO the obligees, or al
their request. conveyed directly to the
company. Some of the original bonds
were lost. Certified copies were admit
ted la evidence. Sec 44S. page 90
Statutes 1877.
1t Is true these bonds for deeds were
signed only by the obligors, and it il
objected that they were not binding
because not mutual, but notwithstand-
ing the doubts once expressed by emf.
nent Judges. both in England and
America. the weight of authority, and
/ may safely say the settled rule. j,
now the other way. In Packard VS. Var
Cortland. johns, ch 2S2. and Bene
diet vs. Lynch. ibid. p $40. Chancellor
Kent intimated that mutually wa
necessary. But in Claron vs. Bailey. Il
Johns, the above cases were overrulet
in the Court of Errors, and the Learned
Chancellor admits that the point is too
we'll settled the other way to be ques
toned.
This last case was affirmed in tn
case OF McCres VS. Purmot, 10 Wend
465. and reafiirmed in Justin vs. Lang
ct al, ~ N Y. 493. Fry on specific per
formaces.- 295. 299; also sec BAG
This company was oganized Januar,
2. 1878, and the stock was oil issue'
July IA. 1875. Collins. Leary, Paddsl
and Mcknight, were trustees oil thi
time. The bonds were given to Collin
and McNaught for the benefit OF al
in the fall OF 1874. Fror. the momen
the bond was executed there was an oh
legation to convey. The bonds CAV
} the obligees On equitable interest i
the lands. which by tender Of the con
. sideration and suit could have bee
j contaminated against the obligors by
decree OF specific performances.
Conceding that this corporation cam
under the provisions OF eco &c. page 40
OF the Laws Of 1879. I Soc no reaso
why the legal title might not hav
rested in . stranger. Q STOCKHOLDERS or
trustee Of the corporation in trust fs
n the company.
oil The cooperation is something distins
3 from its stockholders or trustees. Al
hitting that Collins and McNaust
were trustees at the time they cause
conveyAnces Of the lands to be made
= the corporation, il was not convey
ance 10 themselves. and was Q mere G,
scution Of that which the Law woui
|. have compelled them TO do. They.
! pursuance of the agreement among u
original projectors were to pat in th
land in payment for their stock.
= pursuance OF this agreement they n
Il ceived their stock. The moment the
accepted that stock they hold the Ian
in trust for that company and . conve,
ancs. II desirable. could have bean con
PEELED.
No snhacr;nf;ao Ia f.cf w.s ma