Sutherland

This is an appeal from a decision of the district court, sitting without a jury, refusing to set aside certain transactions whereby Mutual Gold Corporation, a corporation organized under the laws of Washington, hereinafter called Mutual Gold, sold in exchange for stock in another corporation substantially all its property consisting of a contract for the purchase of certain mining claims located in California, owned by Alice Clark Ryan and Chandis Securities Company, a corporation, hereinafter called Owners.

The court held that the sale was not ultra vires of the powers of the corporation under the laws of Washington, and that claimed fraud and oppression in the sale transaction was not proved.

Mutual Gold had exhausted its resources by expenditures of over $150,000 in the development of the mining claims. It had a considerable indebtedness and $10,000 was shortly to become due to the Owners on the purchase contract, and appellee Gar-butt as agent of the Owners was pressing Mutual Gold for its payment. Upon its non-payment Mutual Gold would lose its contract and its entire investment and be without resources to pay its creditors. Appellee Garbutt desiring to obtain an interest…