San Bernardino Investment Co. v. Merrill

Citations

• 108 Cal. 490
• 41 P. 487
• 1895 Cal. LEXIS 879

Syllabus

<p>Corporation—Levy of Assessment—Subscription to Stock—Condition Precedent—Pleading.—In the absence of any provision to the contrary, a corporation cannot levy an assessment upon its capital stock until after thewhole amount thereof has been subscribed; but, under section 331 of the Civil Code, which provides that assessments may be levied after one-fourth of the capital stock has been subscribed, for the purpose of paying expenses, conducting business, or paying debts, the subscription of one-fourth of the capital stock is a condition precedent in this state to the exercise of the power given by the statute to levy an assessment, and, in order that a complaint by the corporation to collect an assessment should show a right to recover, it is necessary to allege that one-fourth of the capital stock has been subscribed.</p> <p>Id,—Action to Recover Assessment — Strict Compliance with Statute.—Where á corporation seeks to recover the amount of an assessment levied, not by virtue of any contract of subscription on the part of the defendant, but solely by virtue of the obligation against him which is created by the statute, a strict observance of the statutory mode and provision is essential to its recovery.</p> <p>Id.—Failure to Publish Notice of Delinquent Sale—Loss of Jurisdiction.—-Where the secretary of a corporation is not otherwise ordered by the board of directors, it is his duty to publish the notice of sale for delinquent assessments at least fifteen days prior to the day appointed by the board of directors for such sale, and, by failure to make publication of a delinquent sale for such period, the board loses all jurisdiction to sell the stock for the delinquent assessment, unless they shall begin anew all previous proceedings and publication subsequent to the levy of an assessment as authorized by section 346 of the Civil Code.</p> <p>Id.—Election to Waive Further Proceedings other than by Action. Where' the board of directors has lost jurisdiction to take f