Stein v. Andron

BRAY, J. pro tem.

Appeal from a judgment holding that twenty shares of stock owned by defendant Frank Andron in the defendant corporation G & H 5-10-250 Stores, Inc., are not subject to execution upon a judgment recovered by plaintiff against defendant Andron in another action.

The facts, with one exception hereinafter referred to, are not disputed. On January 30, 1936, Milton D. Goldberg and Ernest E. Hausman were copartners doing business under the firm name and style of G & H 5-10-250 Stores in Los Angeles. On that date, the copartnership entered into a written lease of the premises occupied by their store, with the owner of said premises, plaintiff Nelson C. Stein. Among other provisions of the lease, was one which provided that in the event any changes or alterations were made on the premises during the term of the lease, the tenants would notify the landlord thirty days prior to the expiration of the lease, requesting whether he desired to have the premises left in the altered condition, or restored, at the expense of the tenants, to their original condition. Shortly after the execution of the lease, the copartners made certain alterations in the premises. Thereafter, and prior to the expiration of the lease in 1936, defendant Frank Andron bought into the copartnership and became the third member thereof. In February of 1937, the three partners formed the defendant corporation under the name of G & H 5-10-250 Stores, Inc. The business and assets of the partnership were then transferred to the corporation, each of the partners receiving twenty shares of the capital stock of the corporation. No notice of sale was recorded with the county recorder, notifying creditors of this transfer.

The court found that as consideration for the stock issued to the defendant Andron he contributed to the corporation the sum of $1,500 in addition to transferring his interest in the partnership. Plaintiff denies that such contribution was made and that there is any evidence in the record to justify

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the court’s finding. This is the only factual dispute in the case. The corporation continued to operate its business until the termination of the lease in 1939. No request, as provided in the lease, was made of the landlord Stein and the lease expired without the premises being restored to their original condition or the desires of the landlord ascertained. Thereafter, the landlord Stein, who is the plaintiff here, restored the premises and filed suit in the municipal court for the cost of such restoration. That suit was against Milton D. Goldberg, Ernest E. Hausman and Frank Andron, co-partners doing business as G & H 5-10-25^' Stores, and also against G & H 5-10-25(5 Stores, Inc., a corporation. In that action Stein recovered judgment against Goldberg and Andron in the sum of $353.79. The judgment against Andron