First Nat. Bank v. Wilcox

• Decision Date: 17 March 1913
• Citation: 72 Wash. 473,130 P. 756
• Parties: FIRST NAT. BANK OF EVERETT v. WILCOX. NORTH COAST DRY KILN CO. v. SAME.
• Court: Washington Supreme Court

130 P. 756

72 Wash. 473

FIRST NAT. BANK OF EVERETT v. WILCOX.

NORTH COAST DRY KILN CO. v. SAME.

Supreme Court of Washington

March 17, 1913

Department 1. Appeal from Superior Court, Chehalis County; Mason Irwin Judge.

Consolidated actions by the First National Bank of Everett and by the North Coast Dry Kiln Company against T. F. Wilcox, receiver of the Syverson Lumber & Shingle Company. From a judgment for defendant, plaintiffs appeal. Affirmed.

Cooley & Horan and R. Mulvihill, all of Everett for appellant First Nat. Bank of Everett.

Paul B Phillips, of Seattle, for appellant North Coast Dry Kiln Co.

B. G Cheney, of Montesano, and Hayden & Langhorne, of Tacoma, for respondent.

MOUNT J.

These two actions were begun independently by the petitioners against the receiver of the Syverson Lumber & Shingle Company, an insolvent corporation, to obtain possession of certain machinery, or to have the contract price of the machinery adjudged a preferred claim against the insolvent estate. The actions were consolidated for trial. The trial court denied the prayers of the petitions, and these appeals followed.

Both cases are based upon the same facts. There is no substantial dispute upon the facts. It appears that in the year 1911 appellants, under separate conditional sales contracts, sold and delivered to the Syverson Lumber & Shingle Company certain mill machinery. These contracts provided for certain stated payments, and that, if payments were not made as agreed, the vendors might retake the property. These contracts were filed for record in Chehalis county, where the mill of the Syverson Lumber & Shingle Company and the machinery in question were located. The Syverson Lumber &amp Shingle Company was a corporation organized under the laws of this state. Its articles of incorporation provided that its 'principal place of business is at Tacoma, Pierce county, state of Washington.' It maintained its head office in Tacoma, but its mill was located at Montesano in Chehalis county. The products of the mill were kept and sold at Montesano. Some few sales, however, were made from the Tacoma office. After the execution of the conditional sales contracts above mentioned, the Syverson Lumber & Shingle Company made default in their payments, and subsequently that company became insolvent, and T. F. Wilcox was appointed a receiver thereof for the benefit of all the creditors. He qualified as such receiver, and took possession of all the property of the corporation, including the machinery sold under the conditional sales contracts above referred to. The appellant afterwards brought these proceedings as above stated. It will be noticed that the contracts were filed for record in Chehalis county, while the principal office of the vendee, Syverson Lumber & Shingle Company, is designated in its articles of incorporation as Tacoma in Pierce county. The question in the case, therefore, is whether the conditional sales contracts are valid as to creditors. The statute provides, at section 3670, Rem. & Bal. Code: 'All conditional sales of personal property, or leases thereof, containing a conditional right to purchase, where the property is placed in the possession of the vendee, shall be absolute as to the purchasers, encumbrancers, and subsequent creditors in good faith, unless within ten days after taking possession by the vendee, a memorandum of such sale, stating its terms and conditions and signed by the vendor and vendee, shall be filed in the auditor's office of the county, wherein, at the date of the vendee's taking possession of the property, the vendee resides.' It is argued by the appellants with much force that, inasmuch as the mills of the vendee and the machinery sold were located in Chehalis county and the principal business done there, Chehalis county should be held to be the residence of the corporation. Such holding would render the statute relating to corporations uncertain and of no substantial force. The statute, at section 3679, Rem. & Bal. ...