Pac. Fruit Co. v. Coon

Citations

• 107 Cal. 447
• 40 P. 542
• 1895 Cal. LEXIS 774

Syllabus

<p>Corporations—Action for Assessment Exceeding Ten Per Cent of Stock—Burden of Proof—Presumption.—In an action by a private corporation organized in this state for commercial and manufacturing purposes, to recover an assessment which exceeds ten per cent of the capital stock of the corporation, the burden of proving a valid assessment is on the plaintiff; and where there is no evidence to prove that its subscribed capital stock had not been fully paid, an assessment exceeding ten per cent of the amount of the capital stock named in the articles of incorporation must be presumed to be void, and cannot be . enforced.</p> <p>Id.—Subscription to Stock—Cancellation of Unissued Certificate— Power of Direction.—The cancellation of an- unissued certificate of stock does not effect a cancellation of the subscription for such stock; and such subscription cannot he canceled, even by order of the hoard of directors,without the unanimous consent of all the stockholders, except for fraud or mistake.</p> <p>Id.—Ownership of Stock—Assessability.—The issuance of a certificate of corporate stock is not necessarily preliminary to the ownership or assessability of stock.</p> <p>Id.—Testimony as to Amount of Assessable Stock—Books of Corporation.—The testimony of the secretary of the corporation as to the amount of the outstanding assessable stock, based upon the books of the corporation as understood by the witness, may he properly corrected by the court by reference to the legal effect of the contents of the books in evidence.</p> <p>Id.—B-esoission of Subscription to Stock— Circumstantial Evidence— Burden of Proof.—The cancellation or rescission of a subscription for corporate stock may be proved by circumstantial evidence; but, where such rescission is a necessary part of the plaintiff’s ease, the burden devolves upon plaintiff to prove such rescission, and, where the plaintiff fails to sustain such burden, a finding of the court against the rescission will not he disturbed.</p>