Clise Inv. Co. v. Washington Sav. Bank

• Decision Date: 07 October 1897
• Citation: 50 P. 575,18 Wash. 8
• Parties: CLISE INV. CO. v. WASHINGTON SAV. BANK.
• Court: Washington Supreme Court

50 P. 575

18 Wash. 8

CLISE INV. CO. v. WASHINGTON SAV. BANK.

Supreme Court of Washington

October 7, 1897

Appeal from superior court, King county; J. W. Langley, Judge.

Action by W. W. Dearborn and others against the Washington Savings Bank, wherein a receiver was appointed. There was an order denying the petition of the Clise Investment Company for certain relief, and it appeals. Affirmed.

Preston Carr & Gilman, for appellant.

G. H Fortson, for respondent.

ANDERS J.

The Clise Investment Company is a corporation organized and existing under and by virtue of the laws of this state, with a capital stock of $200,000, divided into 2,000 shares of $100 each. James M. Curry subscribed for 10 shares and J. W Clise for 200 shares of the capital stock of this corporation, and the stock was issued to both Curry and Clise for the amount of their respective subscriptions, and Curry is still the owner of 10 shares and Clise of 200 shares of such capital stock. Curry and Clise each paid 50 per cent of the amount of their respective subscriptions, and subsequently the corporation declared a dividend of 25 per cent., which was applied in payment of the amounts due from the various stockholders, including Curry and Clise, on their subscriptions to the capital stock, and there is therefore 25 per cent. of the subscription which has not been paid in. The balance due does not appear upon the face of the certificates, but, on the contrary, the certificates recite that the stock is nonassessable. On March 23, 1892, Curry obtained a loan of $300 from the Washington Savings Bank, and pledged his 10 shares of stock of the Clise Investment Company as security therefor. On the 30th day of March, 1893, said J. W. Clise obtained a loan of $5,000 from the Washington Savings Bank, and pledged his 200 shares of stock as security for the same. Neither of said loans has been paid. Subsequently the Washington Savings Bank became insolvent, and, at the suit of W. W. Dearborn, one C. M. Sheafe was appointed receiver thereof, and qualified as such, and took possession and control of all the assets of the bank, including the notes of Curry and Clise secured by the pledge of stock as aforesaid. After the appointment of Sheafe as receiver, and after he had qualified and taken possession of the assets of the bank, and on January 8, 1896, the board of trustees of the Clise Investment Company made a call on its stockholders of $6 per share upon all the subscriptions to its capital stock. Due notice of this assessment and call was given to Curry, to Clise, and to Sheafe, as receiver of the Washington Savings Bank, but no payment was made by either; and there is due to the corporation on the Curry stock the sum of $60, and on the stock owned by Clise the sum of $1,200. Curry is a nonresident of the state of Washington, and has no property therein other than his equity in the stock aforesaid. Clise is a resident of the state, but has no property other than his said stock. The respective loans from the Washington Savings Bank were made through one Higgins, who was cashier of the bank. Higgins was also a member of the board of trustees, and the treasurer of the Clise Investment Company. No order or resolution was ever made or offered by the trustees or officers of the Clise Investment Company forfeiting or ordering forfeited the stock of Curry and Clise, or either of them, or any portion thereof. Upon this state of facts the Clise Investment Company filed a petition in the action in which the receiver was appointed, requesting that the said C. M. Sheafe, as receiver of the Washington Savings Bank, be directed and ordered to pay to the Clise Investment Company the said assessment of $6 per share upon the said 210 shares of its capital stock so pledged as aforesaid, and now held by said Sheafe as such receiver, or that petitioner be permitted to sell, in the manner provided by law, sufficient of said stock to pay said assessment of $6 per share. The court declined to grant the requests of petitioner, and made an order denying the petition, and from that order the Clise Investment Company has appealed.

It does not appear that the Clise Investment Company was or is indebted to the Washington Savings Bank. The bank owes it nothing, and its receiver, so far as the record discloses has none of its property in his possession or under his control; and it is therefore difficult to perceive how, or for what reason, the court could have granted the petition. It is claimed, however, that the Clise Investment Company had and has a lien upon the shares of Curry and Clise for the amount of the call made by the trustees of the company, and that the court, therefore, had the power, and it was its duty, to order a sale of the stock, or the payment of the amount due thereon by the receiver. If there was such a lien upon the stock in question, it must have been created by some express legislative enactment, for it is well...