1 Wash. 521 | Wash. | 1889
Tbe opinion of tbe court was delivered by
This is an action to recover an assessment upon an unpaid subscription to thirty-three shares of the stock of the defendant corporation. The defense is, that
The special findings of the jury control when they are inconsistent with the general verdict. CodeWash. T.,£ 243. We have quoted sufficient above to show that by the special findings the stock was indorsed and transferred, and proper entry made by the company, and also a new certificate regularly issued. This being so, the court should have entered judgment accordingly; instead of which the general verdict was allowed to control.
It is urged here that the entry on the book of the company was not in full and exact compliance with the by-laws .attached to the articles, as these required such entries to be made upon a stock ledger. But no such stock ledger was
A transfer of stock, even if irregular, accepted and acquiesced in by the corporation, is binding upon it. Or, if a particular method of transfer has been adopted by the company through custom or use, or by general acquiescence of the shai’eholders, the company would be equally bound. This is beyond controversy. See 1 Mor. Priv. Corp. (2d ed.) § 222; and 2 Mor. Priv. Corp., § 743, with authorities cited; also, Isham v. Buckingham, 49 N. Y., 216-222; Cutting v. Damerel, 88 N.Y. 410; Johnson v. Laflin, 5 Dill. 65. Although it would seem almost unnecessary to cite authorities on this proposition, which is merely another phase of the well known principle that one cannot take advantage of his own fault or wrong.
The main.proposition in the case, and the only one entitled to serious consideration, is the contention by appellee in the effort to hold the original subscriber for calls or assessments upon stock he has transferred, and to hold him liable for this, although he had in good faith transferred his stock to another before thus called upon. We use the term “in good faith,” because this test, in our judgment, practically determines the question. Had he made this transfer in fraud, or the like, or after the call or assessment had been made, and to escape it, the case would be different; but the square issue is presented in the claim that one having taken stock in a company remains subject to the obligations thereby incurred, regardless of a sale of his stock. The contrary of this is true. In Ang. & A. Corp., § 534, quoted by appellant, is the following: “When an original subscriber to the stock of an incorporated com
It is, therefore, a settled rule of law, established by the highest authority, that the vendee of stock in a corporation assumes all the burdens and obligations of an original holder, including either calls or assessments, whichever they may be called. See, also, 1 Mor. Priv. Corp., §§ 159, 161, and authorities already cited above; and also Chouteau Spring Co. v. Harris, 20 Mo. 382, and Miller v. Great Republic Ins. Co., 50 Mo. 55.
The question of good faith, or bona Jides, is always im
The court below should have entered judgment in accordance with these special findings of the jury. For these reasons the judgment of the court below will be reversed.