Miles v. Woodward

Citations

• 115 Cal. 308
• 46 P. 1076
• 1896 Cal. LEXIS 1011

Syllabus

<p>Mining Corporations— Act Imposing Liability upon Directors in Favor of Stockholders — Constitutional Law.— The act of 1880, which provides for the recovery of one thousand dollars liquidated damages against the directors of mining corporations in an action by a stockholder for a violation of its terras, is constitutional and valid.</p> <p>Id.—Discrimination in Favor of Foreign Corporations—Transaction of Business.—The act of 1880 does not relate to the business of the corporation, nor impose burdens or restrictions upon domestic corporations in the conduct of their business, from which foreign corporations are relieved, within the prohibition of section 15 of article XII of the constitution.</p> <p>Id. — Special Law— Construction op Statute.—The act of 1880 is not unconstitutional as being a special law, but is to be construed as applying to all mining corporations, and not merely to those which produce bullion from gold or silver bearing ores or quartz.</p> <p>Id.—Action by Stockholder—Pleading—Willful Failure op Directors —Defense—Exculpation.—In an action by a stockholder against the directors, it is sufficient for the plaintiff, in order to establish a prima fade case, to aver and prove a neglect, failure, or refusal of the directors to comply with a specified provision of the act, and it is not necessary that the complaint should charge, or that plaintiff should prove, a willful failure or refusal; but it is incumbent upon the defendants to show that the failure was not willful, and they must set forth and prove facts or circumstances of exculpation as matter of defense.</p> <p>Id.—Failure to Post Superintendent’s Reports—Insufficient Proof. In an action by a stockholder against the directors of a mining corporation for alleged failure to post the weekly reports of the superintendent, the introduction in evidence of certain papers appearing to he reports made by the superintendent of the mine to its secretary, not accompanied or followed by proof to show tha