Darby v. Arrowhead Hot Springs Hotel Co.

Citations

• 97 Cal. 384
• 32 P. 454
• 1893 Cal. LEXIS 552

Syllabus

<p>Assumpsit — Monet Loaned to Hotel Corporation — Transfer of Cause of Action — Evidence — Deed from Stockholder to Co-stockholders. — In an action against a hotel corporation to recover a sum of money claimed to have been loaned to the corporation by the plaintiff, where the answer alleged as a defense that before the commencement of the action the plaintiff had transferred the demand to other parties, and was not the owner or holder thereof, and the evidence showed that the plaintiff had made the advances of money as a stockholder in the corporation defendant, a deed from the plaintiff to the alleged transferees, who were also stockholders in the corporation, transferring all of the plaintiff’s interest in all the property belonging to the corporation, “including all furniture and fixtures, insurance, papers, stock, hooks of account, bills receivable, accounts, claims, and advances, business, and good-will,” is properly admitted in evidence, upon the part of the defendant, as tending to show a sale and transfer by the plaintiff to the transferees therein named of the demand against the corporation, which is the basis of the action.</p> <p>Id. — Parol Evidence to Explain Deed. — The hotel corporation not being a party to the deed from the plaintiff to a portion of the remaining stockholders, and not having any shares of stock to he sold, or any claims for money advanced, notwithstanding the description in the deed is of property belonging to the hotel company, including stock and moneys advanced, it is competent to show by parol evidence that the plaintiff had made advances of money as a stockholder to the corporation, which were the subject of the transfer, and thus explain the language of the contract by reference to the circumstances under which it was made.</p> <p>Id. — Construction of Written Instrument. —■ Courts cannot adopt a construction of any legal instrument which shall do violence to the use of language or to the rules of law.</p>