Goodale Phonograph Co. v. Valentine

• Decision Date: 08 July 1912
• Parties: GOODALE PHONOGRAPH CO. v. VALENTINE et al.
• Court: Washington Supreme Court

124 P. 691

69 Wash. 263

GOODALE PHONOGRAPH CO. v. VALENTINE et al.

Supreme Court of Washington

July 8, 1912

Department 1. Appeal from Superior Court, Pierce County; E. M. Card Judge.

Action by the Goodale Phonograph Company against F. E. Valentine and others. Judgment dismissing the action, and plaintiff appeals. Reversed.

John E. Humphries, of Seattle, for appellant.

A. H Garretson and Johnston & McMenamin, all of Tacoma, for respondents.

GOSE J.

This is a bill in equity to vacate an order appointing a receiver and to set aside certain sales made through him. The court sustained demurrers to the complaint, and dismissed the action. Plaintiff prosecutes the appeal.

The complaint is of too great length to be set forth in full. It alleges, however, in substance, that the plaintiff is a corporation organized under the laws of this state, with its principal place of business in the city of Tacoma; that it has paid its last annual license fee; that its property and assets are of the value of $5,000,000; that F. C. Goodale is its president and general manager, and owns a majority of its capital stock, to wit, $3,000,000; that Pearl V. Goodale is its secretary and treasurer, and owns $100,000 of its capital stock; that the respondent Garretson, his wife, and one Coombs are the owners of $1,000,000 of its capital stock upon which $700 has been paid; that the respondent Shreeder is the owner of $500,000 of its capital stock, upon which there has been paid only $1,100; that the respondent Garretson and his wife and Coombs and the respondent Shreeder are solvent; that the respondent Garretson was plaintiff's vice president and regularly employed attorney; that the respondent Swindells was and is the attorney for the respondent Shreeder; that the respondents with intent to cheat and defraud the appellant out of its property and assets, and to destroy the value of its stock, conspired and confederated together and caused a collusive suit to be brought against the appellant by the respondent Valentine in the superior court of Pierce county; that the respondents Garretson and Swindells handled 'both sides of the case'; that they caused the respondent Swindells to be appointed receiver of the property of the corporation by falsely alleging that the appellant was insolvent, and that the president and secretary had left the country and taken the books and papers of the appellant with them, when in fact the appellant was not indebted, other than for the traveling expenses of its president and secretary. It is further alleged that the president and secretary, with the knowledge and consent of the respondents, were temporarily absent from the state in the interest of the appellant's business; that the respondents procured an order of court permitting a sale of the property, and that the property and assets of the appellant were sold to respondent Shreeder for the sum of $500; 'that all of the orders were ex parte, and there was no appearance of any kind or description for the plaintiff, * * * and no answer at the time said orders were made had been filed or served, * * * and all of said orders were made and secured without any knowledge on the part of the plaintiff or of the president, secretary, treasurer, or general manager.'

The respondent Garretson demurred upon four grounds as follows: '(1) That plaintiff has no legal capacity to sue. (2) That the plaintiff in its complaint does not state facts sufficient to constitute a cause of action against defendants. (3) That there is a defect of parties both plaintiff and defendants. (4) That there is another cause pending in the same court, between the same parties,...