103 Wash. 625 | Wash. | 1918
— In 1909, the respondent, Johnson, with others, organized' a corporation known as the Producers Union Warehouse Company, the respondent subscribing for eight shares of stock therein. The organizers of the corporation were wheat growers, and the object of the corporation was to buy and sell wheat and deal in fuel and such other commodities as its organizers ordinarily used. Two forms of dividends of the earnings of the corporation were provided for in the by-laws of. the organization, one a flat dividend on the corporate stock not to exceed twelve per centum of the face value of the stock, and the other a division of the surplus remaining after deducting the twelve per centum, a sum to cover depreciation and bad debts, and such further sum as the directors might deem it advisable to set aside as a reserve account; the sum so remaining to “be divided among the members in proportion to the volume of business, wheat expressed in bushels, merchandise in dollars, done by each member with the company.” In the year 1914, the respondent, while a stockholder, delivered and sold to the corporation some 15,000 bushels of wheat. On February 24, 1915, he sold his shares of stock to the appellants, Goodenough and Minnick, six shares to the first named and two to the last. At the time of the sale, the respondent had misplaced the certificate is
Subsequent to the sale of his stock by the respondent to the appellants, the corporation sold its business to another corporation. At about the same time, it declared and paid a dividend upon its stock to its then stockholders of twelve per centum on the face value thereof. This left a surplus of $10,789, $10,500 of which was divided among the stockholders under the second form of dividend provided in the by-laws. This dividend, because based upon the number of bushels of wheat delivered to the corporation by the participating members as well as upon the amount of business transacted by the member with the corporation, was not distributed on the basis of an equal percentage to each member. While it is stated that some seventeen members participated in it, the percentum of the sum divided received by the several members other than the appellants is not shown. In the division, Goodenough received a sum total of $1,711.67, and Minnick a sum total of $799.82. In making the dividends, the respondent, Johnson, was treated as a non-stockholder, neither the amount of the wheat delivered by him to the corporation nor the amount of business transacted by him with it prior to the sale of his stock being taken into account.
The present action was instituted by Johnson in May, 1916. He sued the appellants jointly, and after alleging in his complaint his former ownership of shares of stock in the warehouse company, his delivery to the company of 15,000 bushels of wheat and the sale of his stock to the appellants, further alleged that
The respondent moves to dismiss the appeal on the grounds, first, that the amount in controversy is not
The first ground of the motion seems to be based on the contention that the amount of the recovery, not the amount in controversy, determines the jurisdiction of this court on an appeal. But such is not the rule. The constitution (art. 4, § 4) provides that this court shall have appellate jurisdiction in all actions and proceedings, excepting that its appellate jurisdiction shall not extend to civil actions at law for the recovery of money or. personal property when the original amount in controversy or the value of the property does not exceed the sum of $200. The present action manifestly is a civil action at law for the recovery of money in which the original amount in controversy exceeds the sum of $200. The amount in controversy is determined by the allegations of the complaint, and the allegations therein relating to the amount will be held to govern in determining the right of appeal, unless it is clear they were made in bad faith or in attempt to confer jurisdiction when it otherwise would not exist. The respondent, of course, does not assert that his demand for $1,350 was not made in good faith.
The second ground for dismissal is also without merit. The evidence pointed out in the brief as not in the record is a certain exhibit numbered 4; but we find it in the-record. True, it is not physically attached to the statement of facts; from its bulky nature it could not well be so attached, but it is referred to in the statement, and the trial judge has attached thereto a certificate to the effect that it is an exhibit in the case, making reference to the particular page of the statement of facts wherein is contained the record of its admission in evidence. This is sufficient.
But the fact that the dividends of the appellants may have been increased in this indirect manner by the purchase of the respondent’s shares does not, we think, give him a right of action against them. It may be that the respondent, in the sale of his shares, could have vested the right in the purchaser to collect the dividend for his use, and could have recovered against them had they done so, but this he did not do. He sold
Again, we think the respondent is barred from a right of recovery by the by-law of the corporation before referred to. This by-law, as will be seen, imposes two conditions on the right to share in a participating dividend; first, the person claiming the right must be a stockholder in the corporation, and second, he must have transacted business with the corporation. A stockholder is thus permitted to participate in this dividend because of his status. While the ownership of the stock is made necessary in order to so participate, the dividend is in no sense a dividend on stock. A sale of the stock without a sale of the rights following it, therefore, merely destroys the status; it does not carry with it anything more than the results usually following sales of stock. As the by-law was not a new creation, but was enacted when the respondent was a stockholder in the corporation, he was bound to take notice of it and could not, by his own contracts, change its purport or effect. When, therefore, he parted with his stock, he did not reserve to himself any right to the dividend, since ownership of the stock and the right were not separable.
For the reasons stated, the judgment is reversed, with instructions to grant the appellants’ motion for judgment notwithstanding the verdict.
Main, C. J., Mitchell, Parker, and Tolman, JJ., concur.