Greenberg v. California Bituminous Rock Co.

Citations

• 107 Cal. 667
• 40 P. 1053
• 1895 Cal. LEXIS 807

Syllabus

<p>Corporations—Sale of Land for Stock—Default—Note of Vendors for Original Purchase Price—Payment—Demand for Delivery of Stock.—Where land was sold to a corporation by persons who agreed to accept in payment therefor a specified number of shares of the stock of the corporation, to be issued separately to each one of the vendors after payment of an unpaid note executed by the vendors to a third party for part of the original purchase price of the property, the corporation could not be put in default for nondelivery of the stock under the agreement until payment of the note, and notice thereof to the corporation, with a demand for the delivery of the stock; and, if a subsequent agreement is made that the corporation should assume the payment of the note as part of the consideration for the purchase of the laud, no day being fixed for delivery of the stock, a demand for its delivery is necessary.</p> <p>Id.—Time for Performance of Contract—Delivery—Demand.—If a contract specifies no time for performance the law implies that it must be performed within a reasonable time; and, if it specifies a place in which articles are to be delivered, but not a time, they are deliverable on demand.</p> <p>Id.—Value of Stock—Vendor’s Lien—Delay in Demanding Stock.—By agreeing to accept a definite number of shares of stock in payment for the land conveyed to the corporation the vendors assented that the stock to be delivered was approximately of the value of the land; and they cannot, by leaving the stock unissued in the hands of the corporation, which was always ready and willing to issue and deliver it, elect to take the stock if it proves valuable, or to escape liability as stockholders by refusing to take it, upon the ground that the stock was not of the value contracted for, and hold the land as security for its alleged value by proceeding to foreclose a vendor’s lien for the original value of the land.</p> <p>Appeal—Law of Case—Amendment of Pleadings—New Evidence.— The decision