Washburn v. Ranier Co.

Headnote

Washburn v. Ranier, 173 App. Div. 906 , affirmed.

Appeal from a judgment, entered March 23, 1916, upon an order of the Appellate Division of the Supreme Court in the second judicial department, reversing a judgment in favor of plaintiff and directing a dismissal of the complaint which alleged that the plaintiff was a creditor of the defendant Ranier Company and the respondents were directors from May 1, 1907, to November 1, 1907; that on the 31st day of October, 1907, the defendant corporation, by order of its board of directors, sold, assigned and transferred to the Ranier Motor Car Company all of its assets and property rights, privileges and franchises, for an alleged consideration of $800,000 worth of the common capital stock of the said Ranier Motor Car Company; that thereafter the Ranier Motor Car Company was- adjudged a bankrupt and was discharged of its debts; that the property transferred by the Ranier Company to the Ranier Motor Car Company constituted a trust fund in the hands of the defendants for the payment of plaintiff’s debt. The answers alleged as separate defenses that the plaintiff had consented to, ratified and confirmed all the acts of the Ranier Company and its board of directors in making the contract as aforesaid, by filing with the

referee in bankruptcy and against the estate of the Ranier Motor Car Company a claim for the whole amount of-his judgment thereafter recovered, alleging and affirming as the basis of his said claim the aforesaid contract made in his behalf, whereby the Ranier Motor Car Company agreed to pay any judgment for any damages that the plaintiff might thereafter recover against the Ranier Company.