Scadden Flat Gold Mining Co. v. Scadden

Citations

• 121 Cal. 33
• 53 P. 440
• 1898 Cal. LEXIS 848

Syllabus

<p>Trial—Disqualification of Judge—Interest in Action.—The interest in.; the action which disqualifies a judge from trying the case is a direct and immediate interest in the result of the action; and where it appears that he had disposed of all the interest he ever had in the property involved in the action, he is not disqualified from sitting and acting therein.</p> <p>Mining Corporation—Contract of Promoters to Convey—Acceptance by Corporation.—-Where the promoters of a mining corporation agreed to; sell and convey certain mining property to the corporation, when formed, and to deliver to it the possession of such property, in consideration of the delivery to them or their order by the corporation of two-thirds of its capital stock, the remaining one-third to be sold for the benefit of the corporation, and the property was delivered to the corporation, which issued two-thirds of the stock to the promoters, and worked the mine, sold the treasury stock, built a mill, and managed and operated the property as owner, the corporation by its acts accepted the proposition of the promoters, and had the right to enforce the contract against them as trustees of the legal title for the corporation.</p> <p>Id,—Relation of Promoters to Corporation.—The promoters are not the corporation, and their contracts cannot be its contracts, though the ■ promoters become its only stockholders, directors, and officers; but, after it comes into existence, it may, by adopting’ arrangements made for it in advance, make them its contract, and may thereby become bound to fulfill a contract made in its behalf, in anticipation ■ of its existence, and may acquire a right to enforce such a contract . against the other party by bis acceptance of performance by the ■ corporation.</p> <p>Id.—Action to Compel Conveyance—Statute of Limitations.—The statute of limitations does not begin to run against an action by the corporation to compel a conveyance from the promoters while remaining ; in possession .