99 Wash. 593 | Wash. | 1918
Respondent brought this action, as a member of the appellant association, to recover the sum claimed due him upon the shares of stock held by him. The lower court found that he was entitled to recover $800, together with interest and dividends in the sum of $27.20, less a charge of $1 per share chargeable as expense under § 5, ch. 116, Laws of 1908, p. 219 (Rem. & Bal. Code, § 8681), resulting, in a judgment for $707.20, from which appeal is taken.
Respondent’s rights are those of a withdrawing stockholder. In exercising this right he cannot escape his just proportion of loss incurred by the insolvent association, but must bear his proportionate share of such loss and take only his pro rata share of its assets. 4 R. C. L. 356 (15) ; 9 C. J. 942. The inquiry then is, after charging respondent with his pro rata share of the indebtedness of the association, what was the withdrawal value of his stock? It is not disputed that, if properly chargeable to respondent, the amount chargeable against him would be $600, which would make the withdrawal value of his stock $1,400, of which he had already received $1,200, to which must be added any accumulated interest, admitted to be the sum of $8 at the time respondent commenced this action.
The withdrawal value of respondent’s stock is not to be determined by the act of 1903, but by chapter 110, Laws of 1913, p. 326 (Rem. Code, § 3601-1 et seq.) ; the saving clause of the latter act as found in § 26, p. 344 (Id., § 3601-26) having reference only to existing obligations and contracts of any association. The lower court was in error, therefore, in assuming that respondent’s rights were to be determined by the act of 1903, rather than by the act of 1913.
The withdrawal value of the stock must be determined by the financial condition of the association and the laws in force at the time of the withdrawal, under which each share of stock is chargeable with its pro rata share of loss. This act also provides for notice of withdrawal, but appellant’s contention of no notice is not well taken, since the purpose of the notice, being for the benefit of the association, it may be waived by payment without objection on the ground of lack of notice. Reitz v. Hayward, 100 Mo. App. 216, 73
Respondent admits that, prior to the commencement of the action, Mr. Pierce, representing the appellant, came to him and, exhibiting the money, offered to pay the amount then admitted to be due, but that he then refused to accept any tender; this was, in effect, a tender. Whatever may have been lacking in formality on the part of Mr. Pierce in making the tender was waived by respondent’s refusal to accept any offer or tender.
The judgment of the lower court is reversed, and cause remanded with instructions to enter judgment for respondent in the sum of $208; costs to appellant.
Ellis, C. J., Mount, Chadwick, and Holcomb, JJ., concur.