56 Wash. 315 | Wash. | 1909
After a turbulent existence of twelve or thirteen years, the Oudin & Bergman Fire Clay Mining and Manufacturing Company, a corporation organized under the laws of this state, was dissolved by decree of the superior court of Spokane county, which was affirmed by this court on appeal. State ex rel. Conlan v. Oudin & Bergman Fire Clay Min. & Mfg. Co., 48 Wash. 196, 93 Pac. 219. But though the legal entity is dead, the present action goes to show that its discordant elements still live. The corporation
Notwithstanding all this litigation, a perusal of the pleadings and testimony in this record would indicate that previous judgments go for naught. The pleadings are very voluminous, so much so, indeed, that a bare summary of the issues presented would extend far beyond the limits allotted to an ordinary opinion. However, we feel that the following brief history of the corporation and its affairs will sufficiently present the question- for decision. During .the early years of its existence the corporation was engaged in the manufacture of fire brick, sewer pipe and other clay products. At the outset, in 1893, its corporate stock of 1,500 shares was all held by two families, the defendant Charles P. Oudin, holding one share, his wife, Eva M. Oudin, holding 749 shares, and one Bergman holding the remaining 750 shares. In 1901 Bergman sold one-half his stock to one Conlan, and in April 1903, the remaining half, so that from the latter date to the date of dissolution the whole capital stock was held and owned by the Oudins and Conlan, each holding one-half thereof: Prior to the sale of the last of the Bergman stock, Oudin and Bergman were trustees of the corporation, which had but two trustees. . The former
During the year 1902 and the early part of the year IOCS' the corporation was in the hands of a receiver appointed by the superior court of Spokane county. In June of the former year, the defendant Charles P. Oudin was out of employment, and his brothers residing in New York agreed to advance the necessary funds to establish a modern fire brick and sewer pipe factory near Spokane, of which Charles P. Oudin should be manager. Oudin notified Conlan of this-offer and Conlan told him to go ahead, that he had no desire to keep him out of employment. The defendant American Fire Brick Company was thereupon incorporated in June 1902, and during the ensuing few months it purchased real property and installed a new plant as proposed. The money for this purpose was advanced and contributed solely by the brothers of Charles P. Oudin residing in New York.
After the completion of the new plant it was leased to the old company for some time during the year 1903, and the two plants were managed and operated by the defendant Charles P. Oudin. Late in 1903 this lease was cancelled, and soon thereafter the plant of the old company was destroyed by fire, or nearly só. Before the destruction of its plant, litigation was only a diversion for the old company; but from that time on it became its chief and only business, the plant itself being abandoned. The receiver in this action was appointed upon the dissolution of the corporation, and seeks to recover from the Oudins, according to our analysis
In so far as the new company is concerned, there is not the slightest testimony in the record tending to show that any of the old company’s funds went into its construction or operation. In fact the contrary is clearly and indisputably shown. It would serve no purpose to review the testimony on this point, for, from the' standpoint of the appellant, there is nothing tangible to review.' This also disposes of any claim for an accounting in so far as the new company is concerned. The appellant challenges the validity of the lease from the new company to the old, and also the right of the Oudins to pay out money or make disbursements on account of the old company. We think the finding of the court that the lease was valid is in accordance with the testimony, but in any event its validity would seem to have been adjudicated in prior actions. We also agree with the trial court that all moneys received by the Oudins have been fully accounted for, and all disbursements properly made, except as otherwise found by the court in its decree.
The appellant further claims damages arising from the failure of the Oudins to rebuild and operate the old plant. The nature of this contention will appear from the following offer of proof.:
“If the court please, in order to preserve the record I desire at this time to show, to let the records show — we expect to show by this witness that at the time of the damage
Manifestly no such duty rested upon the Oudins. There was no board of trustees, and no person authorized to act for the corporation. For this state of affairs the Oudins and Conlan were equally responsible. Neither party had any right of action against the other by reason of the manner in which the stock was voted or for the refusal of either to vote
The judgment is affirmed, and we think the peace of society and the ends of justice will be best subserved by closing this-receivership at the earliest possible date.
Gose, Morris, Fullerton, and Chadwick, JJ., concur.