Kaplan v. Reid Bros., Inc.

DOOLING, J.,

pro

tem.

On January 24, 1921, the respondent purchased from the appellant corporation, acting through its president and general manager, M. L. Reid, ten shares of its capital stock for the sum of $1,000. Contemporaneously and as a part of the same transaction, the following agreement was executed and delivered to respondent:

“This letter will serve to verify our verbal agreement made today as follows:

“Should you, at any time, desire to dispose of the ten shares of the First Preferred Stock in Reid Bros. Inc. which you have this day purchased from the Company, the Company agrees that it will at any time, on thirty days’ notice, return you the par value of this stock, plus any accrued dividends.

“This letter is to be considered part, of the agreement and sale of the ten shares of the First Preferred Stock to you.

“Tours very truly,

“(Signed) Reid Bros. Inc.

“M. L. Reid,

“General Manager.”

. On February 10, 1927, respondent demanded of the corporation that it carry out this agreement by repurchasing the stock, and upon the corporation’s failure so to do, this action was brought. Judgment followed for the respondent, for the sum of $1,000, the par value of the stock, together with interest from March 10, 1927, and from that judgment this appeal is taken.

[271]

Appellant is a Nevada corporation. The claim is made that under section 75 of the General Corporation Law of Nevada the contract sued upon is invalid. The section relied upon is practically identical with section 309 of our Civil Code, and appellant’s contention is put at rest by

Schulte

v.

Boulevard Gardens Land Co.,

164 Cal. 468 [Ann. Cas. 1914B, 1013, 44 L. R. A. (N. S.) 156, 129 Pac. 582], Since no Nevada decision has been cited to us giving a different effect to the Nevada statute, we must presume that the effect of the Nevada law is the same as our own as construed by the Supreme Court in the case above cited.