Hanford Mercantile Store v. Sowlveere

TAGGART, J.

Action to collect subscription to contemplated corporation. Judgment for defendant and plaintiff appeals from judgment and order denying its motion for a new trial.

Defendant with some fifty other persons subscribed a writing whereby they agreed to join in the formation of a corporation under the laws of the state of California, the “purposes to be acquiring and carrying on a general produce and merchandising business, etc., at Hanford, California; and to that end” subscribed and agreed to pay for the number of shares set opposite their respective names, etc. The subscription of defendant being for eighty shares, amount $2,000. Thereafter some of the other signers of the writing mentioned incorporated and organized the plaintiff corpora

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tion having for its purposes, as set forth in its articles of incorporation: “To acquire, purchase, own, control and manage, and carry on and conduct stores of general merchandise; purchase, own, sell, lease, manage and control goods, wares, merchandise and other kinds of personal property, mixed goods and effects of whatever nature or kind; to own, acquire, control, manage, mortgage and lease real property, wherever situated, and to sell, mortgage, or lease the same; to own, acquire, manage and control, bonds, mortgages, accounts, and all and every kind of debts and evidences of debts, and to sell or otherwise dispose of the same, and to carry on, own, acquire and manage, for profit, a general mercantile business, and stores and warehouses and buildings and other houses and improvements, necessary or convenient for the same; to own, acquire, lease, control and manage warehouses for the purpose of storage and depositary for hire. ’ ’

But one question is presented for solution—Is the “etc.,” following the purposes named in subscription paper, sufficient to embrace all the purposes enumerated in the articles of incorporation ?

This abbreviation, as commonly understood, is for “et cetera,” which, as used, means, “and others,” or “other things.” In itself it implies no limitation, and its use is so varied that it is questionable whether it can be said to have any definite use or uniform interpretation. It is sometimes declared to be meaningless and without effect, and in such a case is treated as mere surplusage.