Kellerman v. Maier

Citations

• 116 Cal. 416
• 48 P. 377
• 1897 Cal. LEXIS 564

Syllabus

<p>Appeal—Review op Findings—Support of Judgment—Specification— Sufficiency of Evidence.—Where findings which are sufficient in form and substance to justify and support the judgment are not assailed or objected to, they must be upheld as correct statements of the facts shown by the evidence; and it is immaterial in such case whether other findings objected to in the specifications are justified by the evidence or not.</p> <p>Corporations — Paid-up Stock—Transfer of Property—Public Policy. — It is competent for persons organizing a corporation to agr.'e among themselves that paid-up stock shall be issued to them in consideration of the transfer by them to the corporation of property which can be used for the purposes for which it was incorporated; and no public policy is violated thereby.</p> <p>Id.—Sale of Stock at Discount—Highest Market Price—Purchaser not Liable.—Where the stock of a corporation is sold at the highest market price, at a discount from its face value, the purchaser is not liable as a subscriber for any unpaid balance of the face value.</p> <p>Id. — Decrease of Market Value — Issuance of Shares to 'Equalize Prices—Want of Consideration—Void Certificates—Holders not Liable as Subscribers.—Where, after the issuance of shares sold at the highest market price, the market price becomes reduced, the issuance of an additional number of shares, without consideration, merely to equalize the prices, so that the stock already purchased should cost no more than that to be purchased at the reduced price, is in violation of section 359 of the Civil Code providing that “no corporation shall issue stock or bonds except for money paid, labor done, or property actually received,” and the certificates for such additional number of shares issued to present stockholders, without any new consideration, are void, and the parties receiving them do not thereby become shareholders, nor make themselves liable to creditors of the corporation as for an unpaid subscription.</p>