Jefferson v. Hewitt

Citations

• 103 Cal. 624
• 37 P. 638
• 1894 Cal. LEXIS 835

Syllabus

<p>Appeal—Conflicting Evidence.—Where the evidence is conflicting, the determination of the trial court cannot be reviewed upon appeal.</p> <p>Idí—Non-negotiable Note — Defense—Conditional Subscription to Railroad—Support of Findings.—In an action brought by the assignees of a non-negotiable note given to a railroad company in payment for shares of its stock, where the answer alleges that the note and agreement to take the stock were by the agreement of the parties made conditional upon the construction and completion of the railroad before the maturity of the note, and that said condition was not performed, and that the consideration of the note had wholly failed, and where the evidence is conflicting as to the terms of the agreement, and there is sufficient evidence to justify and sustain findings in support of the answer, such findings cannot be disturbed upon appeal.</p> <p>Corporations—Authority of Secretary—Conditional Subscription to Stock—Presumption of Notice of Conditions—Ratification.— Where it appears that the secretary o£ a corporation, who is also director and stockholder, in making an agreement for a conditional subscription to the stock of the corporation, and taking a note therefor, was acting as the agent - of the company with actual or ostensible authority to do so, and not as the agent of the defendants, and that the issuance of the stock and the acceptance of the note therefor were expressly ratified by the board of directors of the corporation, it must be presumed that when the note was delivered to the company the secretary notified its officers of the conditions agreed upon as to its payment.</p> <p>Id.—Principal and Agent—Constructive Notice.—Notice to an agent is constructive notice to the principal; and this rule applies to corporations as well as individuals.</p> <p>Id.—Void Issuance of Stock—Condition as to Payment of Note—Construction of Code—Note Without Consideration.—Section 359 of the Civil Code, which provides that no corporation s