California Southern Hotel Co. v. Callender

Citations

• 94 Cal. 120
• 29 P. 859
• 1892 Cal. LEXIS 651

Syllabus

<p>Corporation — Subscription Agreement — Waiver of Irregularities in Formation of Corporation.—A subscriber to the stock of a corporation, to be subsequently organized upon the happening of certain conditions specified in the subscription agreement, waives any • defense he may have to the subscription, by reason of the non-performance of the conditions, by voluntarily and intentionally acquiescing, with knowledge of the facts, in the incorporation of the company.</p> <p>Id. —Waiver, how Proved. — Such waiver may be express, or it may be implied from the acts and declarations of the subscriber; and a payment of a call with full knowledge of the facts is such a waiver.</p> <p>Id. —Finding of Waiver. —In an action by the corporation on the subscription, a finding of the ultimate fact that the subscriber had “ waived ” any right he may have had to object to the organization of the corporation implies that he had a knowledge of the right waived, and that his waiver was voluntary; and this conclusion is not affected by the findings of certain probative facts, the only tendency of which was to prove the waiver, although such probative facts may be insufficient in themselves to show a waiver.</p> <p>Id.—Certificate of Stock — Issuance of.—It is not essential to the ownership of stock in a corporation that a certificate for the stock should have been issued to the stockholder; nor need the corporation issue a certificate to a subscriber until the subscription price has been fully paid.</p> <p>Id.—Action on Subscription — Liability for Calls.—A corporation may maintain an action on the contract of subscription against a subscriber to its stock to recover calls made in pursuance to the terms of the contract; and it is not necessary that such calls should be made in the mode prescribed by the Civil Code for the levy of assessments upon the stock.</p>