Birge v. Browning

• Court: Washington Supreme Court
• Writing for the Court: GORDON, J.
• Citation: Birge v. Browning, 11 Wash. 249, 39 P. 643 (Wash. 1895)
• Decision Date: 20 February 1895
• Parties: BIRGE v. BROWNING ET AL.

39 P. 643

11 Wash. 249

BIRGE v. BROWNING ET AL.

Supreme Court of Washington

February 20, 1895

Appeal from superior court, Lewis county; W. W. Langhorne, Judge.

Action by George F. Birge, receiver, against F. H. Browning and others. Judgment for defendants, and plaintiff appeals. Affirmed.

Leroy A. Palmer and Landrum & Landrum, for appellant.

A. E. Rice, Geo. E. Rhodes, and H. Julius Miller for respondents.

GORDON J.

The appellant here is the receiver of the Centralia Hotel Company, a corporation, which had prior to the commencement of this action been adjudged insolvent. He brought this action to recover the amounts unpaid upon respondents' subscriptions to the capital stock of said corporation. The respondents answered-First, that there was no actual incorporation of the company; second, that the full amount of the capital stock had not been subscribed. To which appellant replies that the respondents are estopped to deny the existence of the corporation, and that they had waived their right to interpose these defenses. The court below rendered judgment for the respondents, from which judgment this appeal is prosecuted.

The articles of incorporation of the Centralia Hotel Company were filed on the 23d of March, 1891. None of the respondents were named as officers in such articles of incorporation, nor were any of them afterwards elected to office therein. The capital stock was fixed at $40,000, divided into 800 shares of $50 each. The entire amount subscribed however, never exceeded $16,000. Meetings were held, both before and after the filing of the articles of incorporation which were attended by promoters of the enterprise and subscribers to the capital stock, at which meetings, among other things, ground was selected as a site for the hotel building to be erected by the corporation, committees were appointed to select plans, take charge of the construction of the building, and to solicit subscribers to the capital stock. By-laws were adopted, and other business transacted. On June 16, 1891, the trustees awarded a contract for the construction of an hotel building, and thereafter work was commenced upon said building, and progressed until about $14,000 had been expended in its construction, when operations were suspended for lack of funds. At that time about $6,000 had been collected upon stock subscriptions, and about $3,000 additional in material and labor had been accepted in payment of stock subscriptions. Some of the respondents had made partial...