1,266 shares; and it will be noted that the Bradner family still maintained control of appellant company by the ownership of a large majority of the stock. From the organization, and up to and including the year 1923, L. C. Bradner continued to be president and treasurer of appellant company, and C. F. Bradner secretary. On January 31, 1919, the defendant Canyon Milk Products Company was organized with a capital stock of $50,000, divided into 500 shares of the par value of $100 each, 100 shares of which were denominated "preferred" and 400 shares "common" stock, the incorporators of the company being L. C. Bradner, C. F. Bradner, F. S. Inches, J. L. Tuttle, and A. J. Rhodes. Of this stock the entire $10,000 of preferred stock was originally subscribed by the Bradner Company by L. C. Bradner, president, but this stock was issued to L. C. Bradner personally, and paid for by him. Of the common stock F. S. Inches subscribed for $10,000 worth, J. L. Tuttle $5,000 worth, L. C. Bradner $100 worth, A. J. Rhodes $100 worth, and Cleo Bradner, who is shown to be the wife of L. C. Bradner, $19,700 worth. All of the stock is shown to have been paid for on the books of the company except the stock of Inches and Tuttle, who seem neither to have paid, nor to have been required to pay, anything. Cleo Bradner gave her proxy to L. C. Bradner to vote all shares of stock of the Canyon Milk Products Company standing in her name at all annual' and special meetings of the stockholders of the company, and to do all things necessary and proper to carry the proxy into effect. Inches, Tuttle, L. C. Bradner, C. F. Bradner, and A. J. Rhodes were elected the first trustees of the corporation, and qualified as such on February 11, 1919. L. C. Bradner was made president of the Canyon Milk Products Company, J. L. Tuttle secretary, and F. S. Inches treasurer. No minutes of any proceedings of the stockholders or trustees of the Canyon Milk Products Company were entered on the books of the company after a resolution dated "2-18-19," which authorized Inches as treasurer to make deposits in the Union National Bank of Seattle, and to draw and indorse checks upon the account in that bank, and authorizing L. C. Bradner, president, to do the same thing. From that time on minutes of that corporation seemed unnecessary. Inches seemed to have had the management of the business of buying milk products for the Canyon Milk Products Company at Issaquah and elsewhere in King county. It seems that the milk producers in the vicinity of the place of business of the Canyon Milk Products Company were reluctant to sell their products to it, not being sure of receiving pay therefor. Accordingly Inches procured from L. C. Bradner as president of appellant company an in "3-29-19. "Mr. Bert Vandermeer, Pres. Grange Merc. Ass'n, Issaquah-Dear Sir: This is to certify that the Canyon Milk Products Company, operating the condenser at Issaquah, is owned and controlled by the Bradner Company, and we hereby guarantee the payment for all milk sold to the Issaquah plant. "Yours very truly, "The Bradner Company, "By L. C. Bradner, Pres." This writing was upon stationery bearing the heading: "The Bradner Company, Wholesale Butter, Eggs and Cheese, Manufacturers Jersey Creamery Butter." It was signed by the Bradner Company in typewriting, and by L. C. Bradner, president, in handwriting. Some doubt was attempted to be cast upon the authenticity of the signature of L. C. Bradner to the instrument at the trial, but there can be no doubt, after examining his signatures in the record, as well as the testimony of expert witnesses, that the signature was that of L. C. Bradner. This writing was exhibited by Mr. Vandermeer to respondent and his several assignors. It was likewise posted in the place of meeting of the members of the Farmers' Grange, where it remained for some time, and thereafter it was deposited with the president of the Issaquah Bank for safe-keeping and for inspection by the various farmers with whom the Canyon Milk Products Company was dealing, or expected to deal. As soon as this instrument was signed and delivered to the president of the Grange, the milk producers lost their reluctance to sell to the Canyon Milk Products Company, and thereafter sold large quantities to it. At the time the Canyon Milk Products Company became insolvent and discontinued business, and Inches had disappeared from the community, these parties had sold and delivered something over $6,000 worth of farm products, which had been reduced by payments to the amount involved in this suit. It appears from the account book of the Canyon Milk Products Company that appellant had advanced large sums of money to the Canyon Milk Products Company for the purpose of meeting pay rolls and paying for products that company had bought, and otherwise keeping it going. Appellant company produced no record of its transactions with the Canyon Milk Products Company except the records of the Milk Products Company itself; appellant's president testifying that their books had not been kept for so long a time, and that the books of the Canyon Milk Products Company showed the reverse entries of the transactions with Canyon Milk Products Company, which would have been shown in their books. The theory of respondent at the trial, and (230 P.) the trial, the books of the companies, and the written instrument set forth above, establish such connection between appellant and the Canyon Milk Products Company as to show that the Canyon Milk Products Company was nothing but a subsidiary company or an adjunct to that of appellant; that the Canyon Milk Products Company was so dominated and controlled by the principal and dominating stockholders of appellant, and was made use of for appellant's own purposes to such an extent as to render appellant itself liable. The principal contention of appellant is as to the materiality and effect of the writing above set forth. junct to it, the courts will look beyond the legal fiction of distinct corporate existence, as the interests of justice require; and where stock ownership is resorted to not for the purpose of participating in the affairs of the corporation in the customary and usual manner, but for the purpose of controlling the subsidiary company so that it may be used as a mere agency or instrumentality of the owning company, the court will not permit itself to be blinded by mere corporate form, but will, in a proper case, disregard corporate entity, and treat the two corporations as one. 1 Fletcher, Cyc. of Corporations, p. 63, § 45; Id., 1921 Supplement, vol. 10. p. 11, § 45; Spokane Merchants' Ass'n v. Clere Clothing Co., 84 Wash. 616, 147 P. 414; Clere Clothing Co. v. Union Trust & Savings Bank, 224 F. 363, 140 C. C. A. 49; Advance-Rumley Thresher Co. v. Geyer, 40 N. D. 18, 168 N. W. 731. See, also, In re Eilers Music House (C. C. A.) 270 F. 915; Id. (C. C. A.) 274 F. 330; Luckenbach It is vigorously contended that a mere inspection of the writing makes it apparent that it is not a sufficient writing under the statute of frauds to answer for the debt, default, or miscarriage of another person, and that in any event it is not shown to have been authorized by the appellant company, and, if its president executed and delivered it without such authority, it is not binding S. S. Co. v. W. R. Grace & Co., Inc. (C. C. upon appellant. It is also contended that | A.) 267 F. 676; Hunter v. Baker Motor Vethere is no fraud or fraudulent intent shown hicle Co. (D. C.) 225 F. 1006. on the part of appellant in its dealings with respondents, or holding out of the Canyon Milk Products Company as its agent or subsidiary. [1] We concede that the instrument set out above lacks authority by any corporate act of appellant to bind it as a contract in writing under the statute of frauds. Indeed, respondent disclaims any such character in the instrument. It was not sued upon as a contract. [2] But under the circumstances here we think that this instrument was certainly material and relevant as a declaration against interest which the president of appellant could make either orally or in writing, and thus bind the company when others acted upon it to their prejudice. There can be no doubt in this case that others acted upon this instrument to their prejudice. [3] It is well-settled law that the president of such a corporation may bind it by his declarations and admissions, where it involves matters within the scope of his duties, and are pertinent to the issues involved. Thompson on Corporations, § 1629; Cumulative Supplement 1922, § 1629. 2 Id., From September 10, 1917, to December 27, 1919, or over two years, there never was a meeting of the stockholders. L. C. Bradner continued in office as president and treasurer, thus manifestly being the guiding spirit | and manager of appellant. The writing in question was given March 29, 1919. The above cases cite many other cases sustaining the principle here announced, but they are too numerous to extend this opinion by citing them all. We have our own cases of Mitchell v. Lea Lumber Co., 43 Wash. 195, 86 P. 405, 9 L. R. A. (N. S.) 900, 10 Ann. Cas. 231; Roberts v. Hilton Land Co., 45 Wash. 464, 88 P. 946. These cases follow the same principle as was followed in the Clere Clothing Company Case, supra. The cases cited by appellant from this court (Crown Paving & Construction Co. v. Walla Walla County, 122 Wash. 144, 210 P. 357, Parr v. Pacific Storage Warehouse, 124 Wash. 26, 213 P. 677, and Mansfield State Bank v. Leslie Hardware Co., 126 Wash. 562, 219 P. 15, 222 P. 901), are not in point, these cases being cases where the writings executed by an unauthorized officer were sued upon as such; and in the last-cited case it was mere accommodation paper, or paper executed for an unlawful purpose, and, as was pointed out, no one had been injured by reliance thereon. We feel bound to conclude that in this case respondent made a case to go to the jury upon the writing in evidence as a declaration or admission against interest and the other evidence introduced, making appellant liable for the debts of the Canyon Milk Products Company to respondent and his assignors. That being the case, the instructions given by the trial court and complained of by appellant were correct. The judgment is affirmed. [4] It is also well-settled law that, while in general, a corporation is a separate legal entity, nevertheless when one corporation so dominates and controls another as to make MAIN, C. J., and TOLMAN, MACKINthat other a simple instrumentality or ad- | TOSH, and BRIDGES, JJ., concur. opposing candidate shall be printed on such STATE ex rel. ONSTINE v. BARTLETT et al. ballot in opposition to such candidate, but one (No. 18972.) (Supreme Court of Washington. Dec. 4, 1924.) 1. Judges 3-Statutory provision as to method of nominating and electing judges held not invalid as violating constitutional require ment of a superior court in each county. Rem. Comp. Stat. § 5212, relating to nomination and election of judges of superior court, does not violate Const. art. 4, § 5, providing for a superior court in each county; such "court" being one entity, of which there may be several judges. 2. Elections 22-Statutory provision as to printing name of candidate for superior court Judge on ballot held not unconstitutional. In view of Rem. Comp. Stat. §§ 5212, 5272, 5282, permitting elector to write on ballot name of person for whom he wishes to vote, provision of section 5212 that majority nominee for superior court judge shall be printed without opposing candidate, with blank space following, in which voter may insert any name, is not contrary to Const. art. 4, § 5, requiring judges to be elected at general state elections, and article 6, § 8, designating time of general elections. Department 2. space shall be left following such name in which the voter may insert the name of any person for whom he wishes to cast his ballot." The law also provides the method by which a majority shall be determined. The relator attacks the two provisions contained in this section, alleging that each of them is unconstitutional. [1] First. The provision for the separation of the superior court into positions for the purpose of election is attacked, on the ground that section 5, article 4, of the state Constitution, provides that in each of the counties of this state there shall be a superior court. Under this provision, in State ex rel. Lytle v. Superior Court, 54 Wash. 378, 103 P. 464, a law was declared unconstitutional which attempted to delegate to county commissioners the power to divide counties into judicial districts, and to establish a superior court in each district. But confusion should be avoided between "judges" and "courts." Shephard v. Gove, 26 Wash. 452, 67 P. 256; State ex rel. Romano v. Yakey, 43 Wash. 15, 85 P. 990, 9 Ann. Cas. 1071; In re Newcomb, 56 Wash. 395, 105 P. 1042. Appeal from Superior Court. Spokane The court is one entity of which there may be County; Webster, Judge. Proceeding by the State of Washington, on relation of Burton J. Onstine, for mandamus against Elmer H. Bartlett and others. From judgment for respondents, relator appeals. Affirmed. Fred M. Williams, W. C. Jones, and Del Cary Smith, all of Spokane, for appellant. John H. Dunbar and E. W. Anderson, both of Olympia, and Chas. H. Leavy and E. J. Farley, both of Spokane, for respondents. MACKINTOSH, J. As far as material to be considered here, section 5212, Rem. Comp. Stat., provides that: "Where there are to be elected at any general election one or more judges of the superior court of any county or judicial district the candidates for each respective office whose names are to be placed on the general election ticket shall be determined as follows: Not less than ten days before the time for filing declaration of candidacy, the secretary of state or the county auditor, as the case may be, shall designate by number each position to be filled upon the superior court of the county or judi * cial district. Each candidate at the time of the filing of his declaration of candidacy shall designate by the number so assigned, the position for which he is a candidate and the name of such candidate shall appear on the ballot only for such position. Where any candidate for such office shall receive a majority of all votes cast at such primary election for such office, the name of such candidate receiving such majority shall be printed separately on the general election ballot under the designation 'Vote for One' and the name of no several judges, and, the Legislature having been given power to designate the number of judges constituting a court in each county, there seems no reason why the same body may not enact such reasonable procedure as it sees fit for the election of these several judges. The Supreme Court of Iowa, in Schaffner v. Shaw, 191 Iowa, 1047, 180 N. W. 853, said: If the relator's argument is correct, the superior court in each county, as provided by the Constitution, is a single office, and the various acts which increase the number of judges in the counties of the state would have been unconstitutional, as providing more courts than called for by the Constitution. The true interpretation is that the court in each county is a single entity, of which there are as many officers as there are judges, provided by law. In 15 C. J. 869, it is said: "It frequently happens that a court is divided into a number of different departments, parts, or divisions, and the Legislature has power so to regulate the business of a court, in the absence of any constitutional prohibition. But the court remains a unit, notwithstanding such a division." This court, in State ex rel. Shepard v. Superior Court, 60 Wash. 370, 111 P. 233, 140 Am. St. Rep. 925, said: (230 P.) The manner in which the franchise | In the New York case of Burr v. Voorhis, shall be exercised is purely statutory. It is not 229 N. Y. 382, 128 N. E. 220, a candidate dewithin the power of the Legislature to destroy manded that the ballot be prepared so that the franchise, but it may control and regulate he could run against any one of several inthe ballot, so long as the right is not destroyed or made so inconvenient that it is impossible to cumbents. The court said: exercise it. It follows, then, that that which "The right to vote for, or the right to be does not destroy or unnecessarily impair the right must be held to be within the constitution-voted for, as a candidate for a public office is defined and regulated by the Constitution and al power of the Legislature." legislative enactments of the state. In so far as the Constitution does not particularly designate the methods in which the right shall be exercised, the Legislature is free to adopt, concerning it, any reasonable, uniform, and just regulations which are in harmony with constitutional provisions. The regulation of elections the description of the ballots, the prescription of the conditions upon which and the manner in which the names of candidates or nominees may appear upon the official ballots, the method of voting, and all cognate matters, are legislative and not justiciable, unless the Constitution is violated. We are to determine from the Constitution and relevant statutes whether or not there is the one office of justice of the Supreme Court shared in by all the * The Supreme Court of Minnesota, in State ex rel. Nordin v. Erickson, 119 Minn. 152, 137 N. W. 385, had before it the constitutionality of a law which provided that, where there were two or more offices to be filled, they should be classified and numbered, 1, 2, etc., using as many classes and numbers as there were offices to be filled, and that every person filing as a candidate for any such office should designate the number for which he desired to file and that his name should be placed on the ballot under such designated title. This act was sustained, the court saying: "The Constitution does not attempt to regu-justices who constitute the Supreme Court. To late the exercise of the right of eligibility to office or to vote, but they are, of necessity, left for legislative action. Therefore the Legislature may make and impose such reasonable regulations and conditions which it deems necessary to secure a pure and orderly election and to guard against unfair combinations, undue influence, and coercion, although they may incidentally affect the right of an elector to vote, or his opportunities for securing an election to office. Such regulations, however, must be reasonable, uniform, and impartial; they must not be such as to defeat indirectly the constitutional rights of an elector or unnecessarily obstruct the exercise thereof. * The question then is whether the provisions of the primary election statute, as to grouping candidates, are, when tested by the rule stated, so clearly and palpably repugnant to the guaranties of the Constitution, with reference to the right to vote and eligibility to office, as to leave no fair doubt of their invalidity. * It is urged by the relator that the provision of the primary law providing for classification imposes conditions and restrictions as to an elector's eligibility to office, in violation of the Constitution, as it forces him to elect in which one of two or more classes he will seek a nomination. This does not affect his eligibility to office at the election, for the reason that the blank space required to be left on all official election ballots enables him to aspire to the office and invite his fellow citizens to vote for him by writing his name in the blank spaces on the ballots. The relator further contends that he was denied the right to file as a candidate because he refused to designate the class in which he desired to file, which disfranchises him, contrary to our Bill of Rights (article 1, § 7, state Constitution). He and every other elector might, with equal force, claim that they were disfranchised because they refused to pay the filing fee, or to comply with any other reasonable regulation, of the exercise of the right to be elected to office. The claim of disfranchisement, so far as it relates to the primary election statute, is without merit." * * assume that each justice is an incumbent of an From these authorities, it would therefore its effect with the second portion of section seem to follow that the first portion of sec- 5212, and the Supreme Court of that state, tion 5212, Rem. Comp. Stat., is constitutional. in an elaborate and well-reasoned opinion, [2] Second. It is further claimed that the considers the question as it is affected by prosecond portion of section 5212, Rem. Comp. visions of the Pennsylvania Constitution simStat., providing for a majority nominee go-ilar to our constitutional provision (section ing on the ballot unopposed, is unconstitu- 19, art. 1), which provides that "all elections tional. Relator calls attention to section 5, shall be free and equal, and no power, civil article 4, of the Constitution, which provides or military, shall at any time interfere to that "judges shall be elected * at the prevent the free exercise of the right of sufgeneral state elections," and section 8, article frage," and holds that the act is a proper ex6, of the Constitution, which provides that a ercise of the legislative power and violates general election shall be held every four no constitutional provision. The temptation years, on the Tuesday succeeding the first is strong to quote extensively from this opinMonday in November; his argument being ion, as the argument is extremely convincing that, under the second portion of section and clearly stated, the court saying: 5212, a majority nomination for .judge is equivalent to his election, and therefore that he is elected at a time other than that prescribed by section 5, article 4, of the Constitution, for the election of such officers. But the second portion of section 5212 does not provide for the election. The majority nominee is not declared elected judge, but it is merely provided that a person receiving a majority vote for the judicial office shall have his name printed on the official ballot unopposed, with a blank space following it, in which any elector may vote for any one whom he desires. As was said by this court, in State ex rel. Zent v. Nichols, 50 Wash. 508, 97 P. 728: "But it deprives no one of the right to vote for the candidate of his choice at the general election. He may write or paste the name of his candidate thereon and have the same counted as rightfully as if his name were printed on the ballot. This is a right the courts are uniform in maintaining. * * Since, therefore, the elector is not deprived by this act of voting at the general election for the candidate of his choice, we hold the act within the rightful powers of the Legislature." In 15 Cyc. 332, it is said: "A statute which provides that one who has voluntarily become a candidate for a party nomination at the primary election and has failed to secure it shall not have his name on the official ballot is neither obnoxious to the Constitution nor unreasonable, for he is still eligible to office, and the electors are at liberty to write his name on the ballot, if he can induce them to do so." And in 9 R. C. L. 1056: "In the case of a nonpartisan ballot, it has been considered reasonable to limit the names of the candidates for an office on an official ballot to the two who polled the highest vote at a primary election, and also to limit the names to one when the candidate receives more than one-half of the votes polled for the office at the primary." A case squarely in point was decided in Winston v. Moore, 244 Pa. 447, 91 A. 520, L. R. A. 1915A, 1190, Ann. Cas. 1915C, 498, where there was under consideration an act of the Pennsylvania Legislature, identical in secured? The Constitution has given no rule ""But how shall this freedom and equality be and furnished no guide. It has not said that the regulations to effect this shall be uniform (a question discussed in another part of [this] opinion). It has simply enjoined the duty and left the means of accomplishment to the Legisthe General Assembly, is a sound one, and canlature. The discretion, therefore, belongs to not be reviewed by any other department of the government, except in a case of plain, palpable, and clear abuse of the power which actually infringes the rights of the electors.' The power to regulate elections is legislative, and has always been exercised by the lawmaking branch of the government. Errors of judgment in the execution of the legislative power, or mistaken views as to the policy of the law, or the wisdom of the regulations, do not furnish grounds for declaring an election law invalid unless there is a plain violation of some constitutional requirement. "The mandate of the Constitution is that elections shall be free and equal, but how shall they be made free and equal? The Constitution is silent as to the method of securing the desired result. The declaration itself would be a vain thing in the absence of positive law to make the mandate effective. Who makes the law? The Legislature. As was well said by Justice Agnew in the case above cited, the 'Constitution has given no rule and furnished no guide' to determine how the freedom and equality of elections shall be enforced. It enjoins the duty in the abstract, but leaves the means of accomplishment in the concrete to the Legislature. This necessarily gives the Legislature a wide field for the exercise of its discretion in the framing of acts to meet changed conditions and to provide new remedies for such abuses as may arise from time to time. power to regulate elections is a legislative one, and has been exercised by the General Assembly since the foundation of the government. * Legislation may be enacted which regulates the exercise of the elective franchise, and does not amount to a denial of the franchise itself. * The declaration in the bill of rights that elections shall be free and equal means that the voter shall not be physically restrained in the exercise of his right of franchise by either civil or military authority, and that every voter shall have the same right as fore cited, and many others not cited, show any other voter. The cases hereinbeconclusively that our courts have never undertaken to impale legislative power on points of * * The |