Hudson v. Seeley Specialties Co.

JAMES, J.

Defendant appeals from a judgment for the sum of $1,955.77 and interest entered against it. The facts upon which plaintiff based his cause of action, and as determined by the findings of the court, were these: On or about May 9,1910, plaintiff held a certain contract theretofore made with a corporation called the High Frequency Ignition Coil Company, and at the time mentioned he was approached by defendant and informed that defendant had acquired a majority of the stock and the control of said High Frequency Ignition Coil Company, and that it desired to secure a cancellation of the contract held by plaintiff; defendant offered to pay plaintiff for the cancellation and surrender of the contract $1,700, this amount to be paid on the 21st of November following, which offer was accepted. The transaction, however, for the payment of this money took the following form: Defendant agreed to have issued to plaintiff seventeen hundred shares of the capital stock of the High Frequency Ignition Coil Company, which plaintiff was to hold until the money provided to be paid for the surrender of his contract became due, when, upon the redelivery of the certificates for the seventeen hundred shares of stock to defendant, he was to receive the $1,700. The following writing was made and executed by defendant as evidencing the latter agreement:

“Los Angeles, Cal., May 21st, 1910.

“Six months after date hereof, we the Seeley Specialties Co., a corporation, doing business under the laws of the State of California, hereby agree to purchase of C. D. Hudson of Los Angeles, seventeen hundred shares of the capital stock of the High Frequency Ignition Coil Co., represented by Certificate No. 100, dated the ninth day of May, 1910, for the sum of Seventeen hundred dollars ($1700) providing this agreement is presented within ten days after maturity; other-

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wise the said Seeley Specialties Co. is released from any and all obligations to purchase said stock.

“(Seal) SEELEY SPECIALTIES COMPANY,

“By Henry Fleetwood, Pres.

“By Geo. Howard, See.”

Immediately upon the maturity of this contract plaintiff tendered to the Seeley Specialties Company the certificates of shares of stock in the other corporation mentioned and demanded payment of the $1,700, which was refused him. At the date of this tender an assessment had been levied against the stock of the High Frequency Ignition Coil Company, the amount which was due as a charge against the seventeen hundred shares of stock held by plaintiff being the sum of $255.77. After the commencement of this action, and in order to prevent a sale of the stock on account of that assessment which had become delinquent, plaintiff paid the sum required to satisfy that demand and filed a supplemental complaint setting up an additional cause of action for the amount of the assessment. The court found in favor of plaintiff on all of the issues tendered by the complaint and supplemental complaint, and its findings were made upon sufficient evidence. The complaint set forth all of the facts constituting the cause of action in narrative form, and the court did not err in overruling the demurrer of defendant interposed thereto.