Ridpath v. Sans Poil & C. R. Ferry & Transp. Co.

• Citation: 26 Wash. 427,67 P. 229
• Court: United States State Supreme Court of Washington
• Decision Date: 03 December 1901
• Parties: RIDPATH v. SANS POIL & C. R. FERRY & TRANSPORTATION CO. et al.

67 P. 229

26 Wash. 427

RIDPATH v. SANS POIL & C. R. FERRY & TRANSPORTATION CO. et al.

Supreme Court of Washington

December 3, 1901

Appeal from superior court, Lincoln county; C. H. Neal, Judge.

Stockholder's suit by William M. Ridpath against the Sans Poil & Columbia River Ferry & Transportation Company and another. From an order refusing to appoint a receiver pendente lite, the plaintiff appeals. Affirmed.

Blake & Post, for appellant.

Foster & Wakefield and Myers & Warren, for respondents.

FULLERTON J.

This is an appeal from an order refusing to appoint a receiver for a corporation pendente lite. The action is brought by a minority stockholder for an accounting and for the final winding up of the corporation. In the complaint it is alleged that the corporation was organized under the laws of the state of Washington on the 20th day of February, 1897, with a capital stock of $5,000, divided into 50 shares of $100 each for the purpose, among other things, of acquiring and operating a ferry across the Columbia river near the mouth of the Sans Poil, in Lincoln county; that within a few days after its incorporation the corporation bought and acquired a ferryboat, and has ever since held, owned, and operated it at the place designated; that the stock of the corporation was originally issued as follows: 30 shares to the respondent Keller, 10 shares to one Chamberlain, and 10 shares to one Neeley, and that Keller had, prior to the commencement of the action, acquired the shares issued to Chamberlain, and that respondent had acquired those issued to Neeley; that the respondent Keller has been president of the corporation, and the sole manager of its business, ever since its incorporation; that as such he has received all of the revenues arising from the business of the corporation, and that he has wrongfully and unlawfully refused to account to the appellant therefor, and has wrongfully and unlawfully converted and appropriated the same to his own use, claiming that he was the sole owner thereof; 'that the plaintiff and the defendant Keller at the present time are the only stockholders in said corporation, * * * and since plaintiff became a stockholder, as aforesaid, said Keller has utterly ignored all his rights in said corporation, and wrongfully and fraudulently denied him any of the rights of a stockholder, and has refused to give him access to the books, records, papers, and accounts of the corporation; that prior to plaintiff's becoming a stockholder as aforesaid, and while said Chamberlain and Neeley were stockholders therein, and at all times since the organization of said corporation, the defendant Keller has had sole possession and control over all moneys, funds, and property thereof, and during all that period, and ever since down to the present time, has wrongfully and fraudulently refused to make any accounting thereof to the other stockholders.' The prayer is for an accounting; that the affairs of the corporation be wound up, its property sold and the proceeds divided among the stockholders; that a receiver be appointed for that purpose; and that plaintiff have general relief. To the complaint the respondents filed an answer, in which they denied the fraudulent acts of Keller charged in the complaint, and by way of affirmative matter alleged that the stock in the corporation was issued originally to the parties named in the complaint on the understanding and agreement that each of the parties should pay to the corporation the par value thereof, and that in pursuance thereof Keller did pay into the corporation $3,000 and Chamberlain $1,000, but that Neeley, the plaintiff's assignor, failed, neglected, and refused to pay for any part of the stock issued to him, and that all of the property owned and acquired by the company is property purchased with the moneys paid in by Keller and Chamberlain that Keller had managed the affairs of the company as economically as possible, and that its business had not been profitable; that the gross...