Krogh v. Pacific Gateway & Development Co.

CHIPMAN, P. J.

Defendant is a corporation organized under the laws of this state and its principal place of business is the city of Stockton, San Joaquin county. The action was commenced in the- superior court of the county of Fresno. Defendant appeared and, at the time of filing its demurrer, filed an affidavit of merits and made demand and moved the court that the place of trial be changed from Fresno county to San Joaquin county. The motion was denied and defendant appeals from the order.

The action was commenced to recover damages for the false and fraudulent representations alleged to have been made by the authorized agent of defendant in the county of Fresno, relating to the sale of certain shares of the defendant corporation to plaintiff whereby he was damaged. The action is clearly a personal or transitory action. It does not fall within the provisions of either sections 392, 393 or 394, Code of Civil Procedure, but does come within the provisions of section 395 of that code which provides that “in all other cases, the action must be tried in the county in which the defendants, or some of them, reside at the commencement of the action.” Where commenced in the wrong county the place of trial may be changed in the cases mentioned in section 397, as here, “when the county designated in the complaint is not the proper county.”

The principal place of business of a corporation is its residence. (C

ohn

v.

Central Pac. R. R. Co.,

71 Cal. 488, [12 Pac. 498];

Buck

v.

City of Eureka,

97 Cal. 135, [31 Pac. 845];

Trezevant

v.

Strong Co.,

102 Cal. 48, [36 Pac. 395].) The

[239]

complaint alleges that in the month of January, 1906, in the county of Fresno, the defendant by its authorized agent, one Abrams, represented to plaintiff that defendant had entered into a contract with said Abrams and one Brandt whereby, upon the payment of a certain sum of money to Abrams and Brandt, they would transfer to defendant certain valuable oil-bearing'lands situated in San Benito county; that Abrams and Brandt and certain other persons had each subscribed for 25,000 shares of defendant corporation and had each paid to defendant the sum of $5,000 therefor, and that the money so paid would be used to pay Abrams and Brandt for said land; that should plaintiff purchase 25,000 shares and pay $5,000 therefor, the money so paid would be applied, together with the money paid by the other said subscribers, in the purchase of said land, and that defendant would thereupon proceed to develop said property by sinking wells, etc.; that “plaintiff, believing said representations and relying thereon, in the belief that they were true, thereafter subscribed for 25,000 shares of the capital stock of said corporation, and, on or about January 10, 1906, paid to said corporation therefor the sum of $5,000.” Then follow averments showing that said representations were false and made to deceive plaintiff, and that in fact no money was paid to defendant except as paid by plaintiff, and that defendant has never acquired any oil land and has never developed any oil land; that said stock is of no value and that defendant “has never issued to plaintiff a certificate of said stock.”