Dulin v. Pacific Wood & Coal Co.

Citations

• 103 Cal. 357
• 37 P. 207
• 1894 Cal. LEXIS 778

Syllabus

<p>Corporations—Election oe President—Void Verbal Agreement-Specific Performance.—A verbal agreement among the stockholders of a corporation, accompanying a division of stock and a loan of money, to the effect that one of the stockholders who loaned money to another to purchase stock should be president for two years, and should receive a salary of $125 a month so long as he should retain an interest in the corporation, there being no agreement that such stockholder should be elected as a director, and no means being provided for the carrying out of the agreement, is void, and cannot be specifically enforced.</p> <p>Id.—Election of Directors —Legal Right of Stockholders.—It is the legal right of a stockholder to vote his stock as he pleases in the election of directors, and though he may confer upon another stockholder the right to vote his stock by a written proxy for that purpose, yet the court cannot compel him to do so in the absence of an agreement upon or for a valuable consideration that he would give such proxy.</p> <p>Id.—Rights of Pledgor of Stock.—The pledgor of stock,has the right to vote it, where the pledgee does not claim the right to vote it under an agreement with the pledgor.</p> <p>' Id.—Cumulation of Stock in Voting—Neglect of Stockholder.— Where a stockholder had in his own hands enough stock to have elected himself and another director by cumulation of his shares in voting, but neglected to do so, on account of a verbal agreement among the stockholders that he should be president, and accordingly scattered his votes, expecting the agreement to be performed, and as the result cf the election was defeated as director, the court has no power to relieve him from his own error, or do that for him which he had the power to do for himself, and cannot declare him elected, nor order a new election.</p> <p>Id.—Eligibility of President.—One not elected as director is not eligible to the office of president, and neither the board that was elected nor the c