Ventura & Ojai Valley Railway v. Hartman

Citations

• 116 Cal. 260
• 48 P. 65
• 1897 Cal. LEXIS 534

Syllabus

<p>Corporations—Subscriptions to Stock—Power op Assessment.—A corporation cannot levy an assessment until after one-fourth of its capital stock has been subscribed, where the terms of the agreement of subscription do not otherwise provide.</p> <p>Id.—Terms op Subscription—Measure op Liability—Construction op Agreement.—A subscriber to the stock of a corporation may, by the terms of his subscription, vary his liability to calls or assessments from that imposed by the statute, but the liability of the subscriber in such case is measured by the terms of his agreement, and is to be determined by a construction of the language used in the agreement.</p> <p>Id.—Pleading—Exhibit— Legal Effect of Subscription Contradicting Allegation—Demurrer.—Where a copy of the agreement of subscription, annexed to the complaint as an exhibit, shows a mere subscription to the shares set opposite the names of the subscribers, and to pay ten per cent in cash to the treasurer of the corporation, which cash payment appears to have been made, the legal effect of the subscription is to make further payments not otherwise than as assessments therefor might be legally made, and such legal effect of the agreement will prevail over an allegation that the defendant agreed to pay his subscription “when and as it might be demanded by said plaintiff,” and such allegation must be disregarded; and where the complaint shows that one-fourth of the capital stock had not been subscribed when the assessment sued upon was levied, a demurrer to the complaint, upon the ground that it states no cause of action, should be sustained.</p>