117 Wash. 211 | Wash. | 1921
The primary purpose of this action was to have certain corporate stock possessed by two or more of the defendants decreed to be held in trust. The action was tried to the court without a jury and resulted in a judgment of dismissal. The plaintiffs appeal.
The facts may be recited briefly as follows: Prior to the year 1917, the Freeborn Coal Company, a corporation, was operating a coal mine near the city of Centralia, in Lewis county. It became financially embarrassed, and in the process of liquidation the Olympia Coal Mining Company, a corporation, was organized and took over the assets of the Freeborn Company and assumed its liabilities. After this the Olympia company continued to operate the mine. The officers of the latter company were D. P. Damascus, president, H. Corapolis, secretary, and B. Codekas, treasurer.
The theory of the action seems to be that Pergolios, in securing the lease from the land company, was acting in concert with the officers of the Olympia company and was violating a duty which he owed to that company. It is claimed by the appellants that, at the time they purchased the stock in the Olympia company, it
The evidence fails to show that any of the funds of the Olympia company went into the property of the Victory company, upon which had been expended, at the time of the institution of this action, approximately $30,000. From the evidence it cannot be concluded that Pergolios was acting in any other manner than in his individual interest. It is not shown that he held the stock in the Victory company for the benefit of the officers of the Olympia company, or for any of them. In securing the forty-acre tract the Olympia company received all the land which the land company was disposed to lease to it at the time. Pergolios, in securing the lease, causing the Victory company to be organized and acquiring stock therein, under the evidence in the record, did not violate any specific duty that he owed to the Olympia company. American Circular Loom Co. v. Wilson, 198 Mass. 182, 84 N. E. 133; Zeckendorf v. Steinfield, 12 Ariz. 245, 100 Pac. 784; Fletcher, Cyclopedia of Corporation Law, vol. 4, § 2282.
The question to be determined was largely one of fact, and the trial court reached the correct conclusion.
The judgment will be affirmed.
Parker, C. J., Mackintosh, Mitchell, and Tolman, JJ., concur.