| OCR Text |
Show PAGE WEDNESDAY, NOV. 1, 1972 THE DAILY RECORD FOUR 'I" Financing Statements - Wm Jackson, 1224 Medical Plaza, SLC to Metro Fin; hhg 080 Jeneal Fazzl, 083 0 3918 S 4800 Crgr to Natlonw Fin; hhg W, 134 - - James Morton, 127 Heatmlnl ter, SLC to Levitz Furn; hhg 086 - Robt Jennings, 594 Desoto St, SLC to Levettz Furn; hhg Corp; hhg - Dennis Poulsen, 1726 Mich lgan, SLC to Bene Fin; hhj 60 S, 087 18 - Rodney tfoellmer, 2674 E, SLC to Nat Fin;' hhg 090 Woodrow Herzog, Magna an, Bench Halford, 8394 to Val Bk Tr; - Grant Heaton, SLC Ut Bk 098 to da i Tr; Eq 101 E to Val SLC Bk 103 G E, Sp Ferder - Frederick Schaffer, 1834 Westminister, SLC to People 1st Th; Mtrcycles hhg - Stanley Tacy, 3638 to Bene Fin; hhg Hntr E, Daniel Archuleta, 35 N 100 Fk to Ut Fin; Trumpet, 178 - Albert Santi, 87 W 2 to Bene Fin; hhg 03, Herm 13400 Bk Tr; 180 Cash, 2194 Blaine, 116 - Robt Gunther, 732 Mt View Dr, Sandy to Mur 1st Th ln; hhg SLC - Jerry Carter, 1120 W Calif ornia Av, SLC to Nationw Fin; h SLC Th Ln; hhg 117 - 182 - Delores Thurston, 4417 Eb ony, SLi' to Lockhart Fin; hhg 119 - Rupert Thomas, 3567 W Alan, Grgr to Family Fin; hhg 121 - Blaine Morris, 632 Leland Av, SLC to Fid lnd Cr; hhg 120 SLC - Clifford Knight, 329 Qulnci to Adm lnd Cr; hhg 124 - 'laude Bird, 145 125 W, Bk - 127 ate, S Tr; Organ - Boyd Thomas, 912 to 1st Th Ln; Cmpr SLC Ray Addison, 1119 Westmln SLC to Bene Fin; hhg 8850 E 183 - Ken Taylor, 634 to Bene Fin; .hhg S 12 W, - Morton Nielson, 2284 to Bene Fin; hhg 184 E, SLC 185 - Maurine Brewer, 1126 SLC to Bne Fin; hhg W, - 186 neer - Martin Bee,t4781 189 S 9 S 11 Dwayne Benner, 410 W Pio Av, Sandy to Bene Fin; hhg W Sarbo, Kms to Mur 1st Th Ln; hhg 191 - Communigraphics Inc, 455 4 S, SLC to IMB Corp; Eq - 195 E, 5 ELLETT, Justice: William G. Fowler, as trustee in bankruptcy for Western National Investment Corporation, appeals from a judgment of the trial court wherein his cross-claiagainst Arnell Heaps was denied. On June 22, 1962, Heaps entered into a conditional sales contract for the pui .se of n apartment house. On September 3, 1963, he assigned his rights therein to a corporation, the predecessor of Western National Investment Corporation, for a parcel of unimproved real estate together with stock in the assignee. As a part of the contract of assignment the assignee agreed to hold Heaps harmless because of the failure of the assignee to pay the amount due on the contract or any installment thereof. At the time of the assignment Heaps was a stockholder and director of the assignee. The appellant, without requesting a rescission, seeks to have that of the agreement set aside whereby the corporation promised to hold part harmless from loss. Western National Investment Corporation toHeaps gether with its predecessor collected rentals from the apartments for approximately four years. However, the appellant claims that there was a loss of money on the apartment house. At any rate, the corporation failed to make the payments as they became due and suffered the apartment house to be taken back on foreclosure proceedings whereby a deficiency judgment was The evidence given at trial was to the effect that it was the corporation which sought to trade unimproved real estate to Heaps for the apartments in order to have some income -- producing property. There is no evidence of any overreaching or unfair dealing on the part of Heaps. The evidence shows that Heaps was not present at the meeting wherein the corporation decided -to trade producing land for the income -- producing apartments. Williams, 2835 S 2540 to Cont Bk Tr; Bt, Mtr The appellant claims that the apartments were overvalued and not as much as was due thereon and that Heaps as a stockholder and director worth got an advantage by reason of being relieved from a possible deficiency A director occupies a fiduciary relationship to his corporation, and his personal dealings with the corporation may be avoided unless good faith and fairness are shown. 1 In the case of Singer v. Salt Lake Copper Manufacturing Company a director1 meetinor and voted for a transaction Willie Procer, 705 Westg to Nat Fin; hhg between himself and the corporation. There were present at the meeting four of the five directors, so there was a quorum excluding the interested director. When suit was brought to foreclose the trust deed, the defense there, as in the instant matter, was that the transaction was void because of fraud and unconscionable advantage sought to be obtained. This court in holding the trust deed valid said: SLC . Where, as in the execution of the trust deed here under consideration, there is an entire absence of a want of good faith, fraud and collusion, and the corporation is yet a going concern, no sound principle of law prohibits a s tock-hold- er . . - Darold Peterson, 256 Alpine, Ln; hhg Am Fk RFD Box to Lake City or director from dealing with the corporation. A corporation is an artificial entity, and one of the principal objects of its creation is to contract with individuals in due course of business. This it may do with its directors and stockholders as well as with others; and under the weight of American authority, at least, contracts made by the corporation with its officers are not void per se, but at most voidable merely, at the election of the corporation or its representatives, within a reasonable time. . . . SLC SALT LAKE and TOOELE COUNTY VOTERS FOR DISTRICT JUDGE Please Vote WALKER ANDERSON A A A A A A A A A A Judge, Salt Lake ('ity Court, pro tern. Over 19 years Attorney at Law. 6 years as DA, Assisi ant U.S. Attorney for Utah with the Department of Justice. Public Defender. Utah Supreme Court practice and other Courts. Salt fjrke County Instate Appraiser. Former Legislator, Judiciary Committee; County Assessments, Appropriations and Expenditures. HYl' Teacher in Business Law. years Naval Service. I lonorable Discharge. Former Deputy Coroner. Scouts, Baseball and Sunday School Teacher. Married Joan Cutler and they have 5 sons. 1M In the instant matter the transaction between Heaps and his corporation occurred September 3, 1963. Neither the corporation nor any stockholder or creditor thereof ever complained about the deal. The corporation collected the rentals until January, 1968, when it filed its petition in The trial court found on sufficient evidence before ie that "the transaction between the c rose -- defendants, Arnell E. Heaps and Western National Investment, Inc. , was made in good faith and for a fair and adequate con-siderSti- on. " An appellate court should not reverse a trial court when the evidence is such as to sustain the findings made and the judgment rendered is based upon the facts found and in accordance with the law of the case. The judgment is affirmed, with costs to the respondent. 1. BELIEVE IN TIIE CONSTITUTION and THE RKIHT TO A SPEEDY TRIAL BY JURY. I ini. iul. al, a director was present at S, 196 me Boyd Trlr W Appellant. non-inco- E - Lloyd Wilde, 1681 SLC to IstTh Ln; hhg 126 7200 E Arnell Heaps and William G. Fowler. Trustee for Western National Investment Corporation. Cross -- Defendants and entered against it. - Fred Dye, 1563 Paradise, to Bene Fin; hhg hhg to Val . - Robt Berry, 1485 Roberta 6, SLC to Bene Fin; hhg 181 SLC N 179 - Evan Bullock, 4985 Dyer Kms to Bene Fin; hhg SLC 123 5650 - Donald Beatty, 3464 S West crest, SLC to Bene Fin; hhg later, 1st S SLC Amp Wm 6400 S 177 S, Riverton to Tracy Col - - Jerry Dlbello, 3885 Hntr to Bene Fin; hhg 176 BIC Ln; hhg W . L. M. Cummings, Clerk .. - Leonard Mattress, 1954 S Sorrento, Wds Cr to Bene Fin; W, 6 8800 S Va FILED October 27, 1972 m - Leonard Knowlden, 3430 Pi erce, Grgr to people 1st Th; hhg Snowms Mur 1156 Wa Lomond; 171 Tr; Biano, - Carlyle Gale, 3019 115 Respondent, 172 - Stephen Varley, 4335 08a, SLC to pac Fin; hhg to Fin; 41 E No. 12761 Western Factors, Inc. , et al. , and John H. Allen, Trustee for Western Factors, Inc., Bankrupt, Cross -- Claimant and hhg Organ, Bench Org 113 114 Bene 174 - Lorln James, 2731 to to - Keith Hughes, 3761 S 3375 Grgr to Lockhart Co; hhg 175 W, Magna SLC - Margaret Nalbitt, mock, SLC to Bk of Ben W - Darlene Hardman, 318 S 6, SLC to Comm Cr Pi; hhg 102 - Franklin Hogan, 1600 St, G 151 - Leonard Russon, 3604 Crest wood, Bench 139 137 - Bruce Talbot, 3023 S 700 E, SLC to Town lnd Fin; hhg Florl 2841 to Cunningham, Em CU; hhg Wm In The Supreme Court Of The State Of Utah v 143 - Packet Blair, 400 E 6770 to Wlkr Bk Tr; Bt, Mtr, - SLC W, S 095 - Raymond Downey, 93 N 400 E, Am Fk to Dial Fin; hhg 099 - 142 S, Mdvl Trlr 136 I Fay L. Branch, Phyllis L. Branch, Ray Branch and Sylvia Branch, Plaintiffs and Respondents, field 085 089 W - Kenneth Larsen, 1150 Gar 3, SLC to CentAccept 135 SLC . Thomas Mathews, 650 N 2 SLC to Gen Cr Co; hhg 218, - Robt Duke, 1470 Sandpiper to Levitz Furn; hhg 084 Cr, SLC - Tom Thelem, 2750 Blair, to Gen Cr Co; hhg 133 ' liy Walker Anderson, Sec 2. 3. 19 Am. Jur.2d, Corporations. $1281. 17 Utah 143 (1898). The directors voted to borrow $100,000 from the director and two others and to give a trust deed on the property of the company. |
