Guaranty Loan Co. v. Treadwell

THE COURT.

Application for a writ of mandate to compel respondents to deliver over to petitioners, papers, seals, and other documents belonging to the above-named corporation.

It is alleged that the company has issued and outstanding capital stock of 324 shares, of which amount 321 shares thereof are in the name of the Goewey Estate Company, the others being issued in three certificates for one share each, in the names of James W. Treadwell, Bernard E. Tormey, and R. H. Briare, respectively. These latter shares, it is recited, were issued for the sole purpose of qualifying the person in whose name it stood to act as a director of the corporation, and for no other purpose, the beneficial ownership in the entire stock being in the Goewey Estate Company, which is a holding concern for its subsidiary, the Guaranty Loan Company.

[539]

On or about the sixteenth day of April, 1921, the Goewey Estate Company by and through resolution duly passed, called a meeting of the board of directors of that concern, and at such meeting ordered and directed that the three certificates for one share of stock each in said Guaranty Loan Company standing in the names of the persons aforesaid be canceled and reissued in the names of Edwin H. Williams, Chalmer Munday, and Ernest Gendotti, and that thereafter and prior to April 23, 1921, written demand was served on respondents by said Goewey Estate Company, demanding that respondents transfer said certificate of stock in accordance with said resolution, but that they neglected and refused to comply with such demand and still do so.

By further allegation it appears that on April 20, 1921, the Goewey Estate Company called a meeting of that concern and at such meeting ordered and directed that a stockholders’ meeting of the Guaranty Loan Company be called at its office located at 607 Bank of Italy Building, San Francisco, for the purpose of ousting the board of directors of the Guaranty Loan Company and electing a new board in its place. At this meeting Edwin H. Williams was duly authorized and empowered to vote the stock of the Goewey Estate Company in the Guaranty Company for the purpose of ousting the old board of directors and electing a new board in its place. Accordingly, on April 25, 1921, a meeting was held at which time there appeared and was present Edwin H. Williams, said Williams being present as- proxy and attorney in fact for the Estate Company, and Williams, Munday, and Gendotti representing the remaining three shares of the outstanding stock of the Guaranty Company. Notice of the time and place of the meeting was waived and consent to the holding of such meeting was given in writing by all the stockholders of the company represented as aforesaid. Thereupon, by resolution, Treadwell, Tormey, and Briare were ousted as directors and officers and Williams, Munday, and Gendotti were chosen in their place. Immediately thereafter Williams was elected president and Munday secretary and they ever since have been, and now are, the duly acting president and secretary of such company. At this last-mentioned meeting a resolution .was passed instructing the president to demand and receive the books, records, papers, and seal of the corporation, and