Kiefhaber Lumber Co. v. Newport Lumber Co.

The first cause of action is based upon an assigned claim due plaintiff from the Newport Lumber Company (a corporation), the debt being contracted within three years before the commencement of the action and at a time when its codefendant, the Consolidated Lumber Company, was the owner of all of the capital stock of the Newport Lumber Company. The other causes of action were based upon the terms of an express warranty growing out of a sale to plaintiff of the assets of the Newport Lumber Company situated at Redlands.

The record discloses that one Kief haber was the managing agent at Redlands of the Newport Lumber Company (hereinafter referred to as the Newport Company), which corporation was a subsidiary of its codefendant, the latter owning all of the capital stock of the former; that Kiefhaber, having in contemplation the organization of an independent corporation which should acquire the Newport Company’s business at Redlands, entered into preliminary negotiations relative to such purchase. This resulted in the execution of an instrument signed by the vice-president of the Newport Company, by the terms of which the Newport Company proposed to sell its property and lumber yards…