Davies v. Mt. Gaines Mining & Milling Co.

PLUMMER, J.

This action was instituted by the plaintiffs for the purpose of securing a judgment annulling, setting aside and adjudging void a certain deed executed by the plaintiffs to the Mt. Gaines Mining & Milling Company.

The record shows that the Mt. Gaines Mining & Milling Company is a corporation organized under the laws of the

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state of Nevada. On the twenty-first day of April, 1924, the plaintiffs, for a valuable consideration, made, executed and delivered to the defendant Mining - Company a deed of conveyance to certain mining property situate in the state of California. The complaint is based upon the theory that the acquiring of this property by the defendant, Mt. Gaines Mining & Milling Company, constituted doing business within the state of California, and the grounds upon which plaintiffs allege they are entitled to the relief prayed for is that prior to the purchase of the real estate referred to the Mt. Gaines Mining & Milling Company had not filed any certified copies of its articles of incorporation, or otherwise complied with the act of the legislature of 1915 (Stats. 1915, p. 422), as amended in 1923 (Stats. 1923, p. 1034) ; relative to foreign corporations transacting business within this state. The cause is before us simply upon the judgment-roll, and therefore all the findings of the court must be taken as supported by the testimony.

The court found that on and prior to the first day of April, 1924, the Mt. Gaines Mining & Milling Company had not begun doing intrastate business in the state of California; that on and prior to said date said company had not maintained any office in the state of California for the purpose of transacting business in the state of California; that the conveyance from the plaintiffs to the Mining Company of the real property involved in the action was made for a good and sufficient consideration. The conclusions of law naturally followed, and were drawn by the court that the deed referred to was valid, and that the plaintiffs were not entitled to any relief in said action. The complaint and the findings referred to a mortgage executed by the Mining Company on the property purchased by it, which mortgage was executed to a third party, but as it does not affect the validity of the deed executed by the plaintiffs to the Mining Company, need not be further mentioned herein.