49 Wash. 240 | Wash. | 1908
This action involves a contest over a receivership for the assets of a dissolved corporation. In another action brought by the state of Washington on the relation of Thomas F. Conlan, who is also the plaintiff in this case, the Oudin & Bergman Fire Clay- Mining & Manufacturing Company, a corporation, was,.by a judgment of the court, dissolved. The fact of such dissolution was alleged in the complaint in this action, and furthermore, that the defendant Charles P. Oudin was, at the time of the dissolution and now is, in possession and control of all of the assets and property
It will be observed from the above statement of admitted facts that the respondent is the owner of one-half the property of the defunct corporation, and the two appellants own the other half, in the ratio of their respective stockholdings. Appellants contend that under the terms of Bal. Code, § 4274 (P. C. § 7075), the persons who are trustees of a corporation at the time of its dissolution become the trustees of the stockholders and creditors, with full power and authority to settle up the affairs of the corporation and distribute the proceeds of the estate among the stockholders. We think it was the evident intention of the legislature to apply the provisions of § 4274 to cases of voluntary dissolution, the procedure for which is outlined in § 4275 (P. C. §'7076). Such a dissolution is effected by a vote of two-thirds of all the stockholders at a meeting called for that purpose, followed by certain prescribed procedure in court. In considering the matter from
Appellants argue from the last sentence above quoted that the appointment of the receiver is limited to actions instituted by the prosecuting attorney. We think the legislature did not so intend. The sentence with reference to the duties of the prosecuting attorney in the premises was evidently intended in a directory sense and not as a jurisdictional requirement. The principal thing to be accomplished is the appointment of a receiver to act somewhat in the capacity of an administrator for the corporate estate when the property has been left without an authorized custodian and manager. It was, therefore, made the duty of the prosecuting attorney to see that proceedings are forthwith instituted for that purpose. It does not follow, however, that it is only through hini as the medium that proceedings may be brought. With as much propriety they may be commenced by any interested person such as a stockholder or creditor, as was done in this case.
It is further argued that a receiver should in no event be
The judgment is affirmed.
Fullerton, Crow, Mount, and Root, JJ., concur.