California Southern Hotel Co. v. Russell

Citations

• 88 Cal. 277
• 26 P. 105

Syllabus

<p>Corporations — Subscriptions to Stock — Condition Precedent to Organization. —Under an agreement between the subscribers to a proposed corporation, that a certain amount o£ the capital stock shall be subscribed before a meeting of the stockholders shall be called and the corporation formed, a subscriber incurs no obligation to pay his subscription unless the condition precedent to the organization is complied with.</p> <p>Id. — Requisite Amount of Stock — Unauthorized Subscriptions — Ratification. — Unauthorized subscriptions of other corporations to the stock of the proposed corporation cannot be counted in making up the requisite amount to be subscribed before organization; and no ratification of the unauthorized subscriptions subsequent to the organization can affect the liability of another subscriber without his consent, if the condition precedent to organization was not complied with.</p> <p>Id. — Conditional Subscriptions. — Conditional subscriptions cannot be counted in making up the proposed subscription of a certain amount of stock before organization.</p>