Opinion
Dec. 28, 1971.
Editorial Note:
This case has been marked 'not for publication' by the court.
Page 893
Schneider, Shoemaker, Wham & Cooke, Hugh R. Warder, Denver, for plaintiff in error.
Johnson, Makris & Simon, P.C., Roger L. Simon, Denver, for defendant in error, 1795 Logan Corp.
ENOCH, Judge.
This is an action for architect fees brought by Tom Hite against The Randi-M Corporation, H. A. Coggan and 1795 Logan Corporation. The parties appear in the same order as in the trial court. Tom Hite will be referred to as plaintiff and defendants will be referred to by name.
Plaintiff's second amended complaint alleged the fees were due upon an express contract and upon quasi-contract with The Randi-M Corporation and its president, H. A. Coggan. The complaint also alleged the Randi-M Corporation and H. A. Coggan had conveyed certain real property to the 1795 Logan Corporation for the purpose of defrauding plaintiff and hindering and delaying collection of the indebtedness owed plaintiff. Plaintiff's prayer for relief asked that this conveyance be declared void and that plaintiff be given a lien on the property to the extent of the debt. Trial was to the court. At the conclusion of plaintiff's case, 1795 Logan Corporation was granted its motion to dismiss and at the conclusion of all the evidence, the court granted H. A. Coggan's motion to dismiss. The trial court then entered judgment for plaintiff against The Randi-M Corporation. Plaintiff appeals from the order dismissing 1795 Logan Corporation.
Plaintiff contends that the evidence he presented showed conclusively that the conveyance from The Randi-M Corporation to the 1795 Logan Corporation was for the purpose of delaying, hindering and defrauding creditors, or, in the alternative, that the evidence showed that the 1795 Logan Corporation was the trustee for the benefit of creditors and was an agent for the Randi-M Corporation. We disagree.
The evidence shows that, prior to the questioned conveyance, The Randi-M Corporation was indebted to a number of persons, including the plaintiff. Several of the creditors were organizers and stockholders of the 1795 Logan Corporation. Plaintiff was invited to participate, along with the other creditors, in this new corporation; however, he declined and subsequently brought this action.
The trial court further found that the conveyance from The Randi-M Corporation to 1795 Logan Corporation was in consideration of release and satisfaction of the debts owed by The Randi-M Corporation to the stockholders of the 1795 Logan Corporation, and it found that the 1795 Logan Corporation was formed solely for the benefit of the creditors involved and that no secret trusts existed for the benefit of The Randi-M Corporation. Under these circumstances, a corporation may convey property in payment of a bona fide indebtedness. Farmers' Union Milling & Elevator Co. v. Loveland Farmers' Co-Op, 75 Colo. 260, 225 P. 256.
As plaintiff points out, there is some evidence that conflicts with the findings of the trial court, but as trial was to the court, its findings of fact are conclusive, when, as here, there is evidence supporting them. Teodonno v. Bachman, 158 Colo. 1, 404 P.2d 284.
Judgment affirmed.
SILVERSTEIN, C.J., and PIERCE, J., concur.