Westland v. Post Land Co.

• Decision Date: 12 April 1921
• Docket Number: 16222.
• Citation: 197 P. 44,115 Wash. 329
• Court: Washington Supreme Court
• Parties: WESTLAND et al. v. POST LAND CO.

197 P. 44

115 Wash. 329

WESTLAND et al. v. POST LAND CO.

No. 16222.

Supreme Court of Washington

April 12, 1921

Department 1.

Apeal from Superior Court, Snohomish County; Guy C. Alston, Judge.

Suit by A. J. Westland, and others against the Post Land Company. From judgment for plaintiffs, defendant appeals. Judgment reversed.

Coleman & Fogarty, of Everett, for appellant.

Williams & Davis, of Everett, for respondents.

BRIDGES J.

The question involved in this case is the ownership of a certain printing press. The facts, not denied or clearly proven, as as follows: On, before, and after December, 1916, the Morning Tribune Company, a corporation, owned and published a newspaper in Everett. One A. S. Taylor was its majority stockholder and president. His brother, Stewart A. Taylor was its manager. The appellant, Post Land Company, was also a corporation, of which A. S. Taylor was the majority stockholder and president. While Mr. A. S. Taylor was the chief owner of the Tribune Company, he did not reside in Everett, but had his residence and business elsewhere. The Tribune Company was in great financial distress. It was about to lose its only printing press, for the want of which, or some other press, it would be unable to issue its paper. Under these circumstances, A. S. Taylor began negotiations in Chicago for the purchase of a second hand press. These negotiations resulted in the purchase of a press in the name of Stewart A. Taylor for $2,500, $250 of which were paid down in cash by A. S. Taylor, and he procured his brother to execute promissory notes for the remainder of the purchase price, to wit, $2,250; there being one note for $60 and interest, payable each month subsequent to December 1916, until the whole of the balance of the purchase price was thus paid. The last note, however, was for $90 instead of $60. The interest on all these notes was 6 per cent. Stewart A. Taylor gave a chattel mortgage on the printing press to the Chicago concern to secure these notes. On the same day the purchase of the printing press was consummated, Stewart A. Taylor, at the request of his brother, A. S. Taylor leased it to the Morning Tribune Company; the latter company signing the lease through A. S. Taylor, its president. The lease provided that the Tribune Company should monthly pay $75 rental, and such payments were to be made on the 6th day of each month, which was the same day of the month that the various notes were to mature. It was also to keep the press in repair and pay the taxes on it during the life of the lease, which was for three years.

In 1918 Stewart A. Taylor, again acting for and at the suggestion of his brother, A. S. Taylor, sold and assigned the Tribune Company lease to the Post Land Company, and on the same day made a bill of sale of the printing press to that company. Before the printing press was purchased, the Tribune Company had issued its bonds in the sum of $25,000, secured by a mortgage on all its property and all which it should subsequently own. Later, and long after the purchase of the printing press, and after the transfer of it to the Post Land Company, the Tribune Company, being in default on its bonds suit was brought for the foreclosure of the mortgage given by it and a receiver was appointed. The receiver did not include in his inventory the printing press in question, and this was a proceeding in the original foreclosure case to determine the ownership of that property.

The Tribune Company did not make monthly payments of $75 as provided by its lease, but paid monthly an amount equal to the face of the notes given by Stewart A. Taylor, with the interest thereupon. For the most part these monthly payments were made directly to Stewart A. Taylor, who in all of his connections with this affair had acted for and on behalf and as agent of his brother, A. S. Taylor, so that, in effect, we may consider that it was A. S. Taylor who bought the press and leased it to the Tribune Company, and who sold it to the Post Land Company. The lease given by Taylor to the Tribune Company was in the usual form, and the rental agreed to be paid by that company was reasonable. On this state of facts the trial court found 'that the purchase of said printing press by the said A. S. Taylor and the lease of the same to the Morning Tribune Company was a fraud on said Morning Tribune Company,' and entered a judgment to the effect that the Tribune Company was the owner of the press, and that the Post Land Company had no right, title, interest, or lien upon it. It has appealed from that judgment.

This case does not fairly come within the...