Knowles v. Sandercock

Citations

• 107 Cal. 629
• 40 P. 1047
• 1895 Cal. LEXIS 802

Syllabus

<p>Corporations — Liability op Stockholders — Amount op Stock Outstanding—Burden op Proop.—In an action to enforce the liability of the stockholders of a corporation it is incumhent upon the plaintiff to prove the whole amount of the stock outstanding to enable the court to determine the liahility.</p> <p>Id.—Sufficiency of Proof—Books of Corporation—Testimony op Secretary.—A stock certificate book, stock ledger and stock journal of the corporation, together with the testimony of the secretary of the corporation that they contain the names of all the stockholders, and that no other persons appeared on the books of the company as having owned stock during any of the times mentioned in the complaint, are sufficient to prove the whole amount of stock outstanding, and the dates of the ownership of stock by the defendants.</p> <p>Id.—Stock and Transfer Book—Misnomer—Stock Certificate Book. Where the stock certificate book offered in evidence appears to have been designed for a stock and transfer book, and its contents, so far as set out in the record, correspond with what is required by the code, in respect of a stock and transfer book, the fact that the book is not named as the code requires is not material.</p> <p>Id.—Subscription Book—Proof op Stock Subscribed.—The code does not require that there shall be a subscription book kept by the corporation, nor direct how subscriptions shall be made, and, where it does not appear that the corporation had any other book showing who the subscribers were than the stock books offered in evidence, and the suit is by strangers to the corporation against its stockholders, the books kept by the corporation, together with the testimony of the secretary that they contained the names of all the stockholders, are sufficient proof of the stock subscribed and outstanding.</p> <p>Id.— Pleading—Debt op Corporation — Loan Evidenced by Note — Basis op Liability op Stockholders—Interest on Note.—In an action to enforce the liability of stockho