Dicker v. Italo-American Oil Corp.

NOURSE, P. J.

Plaintiff sued in equity on an express contract for services rendered, charging fraud and concealment of assets. The cause was tried with a jury and plaintiff had a verdict which the trial court adopted and made findings in support of a judgment for plaintiff. The

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defendant Italo-Pctroleum Corporation of America alone appeals on typewritten transcripts.

The appeal is addressed solely to the question whether the evidence is sufficient to support the findings of fact. In this respect practically every finding is made the subject of attack. In stating the case we will incorporate the evidence most favorable to the plaintiff because our function as an appellate court is to determine whether the findings material to the judgment are sustained by competent evidence. Hence, we will disregard the conflicting evidence as well as the attacks upon those findings which are not material to the judgment. To avoid needless repetition of the evidence we will make such comments as seem pertinent throughout the statement of facts.

The Italo-American Petroleum Corporation (a California corporation) was incorporated March 15, 1924. The ItaloAmerican Oil Corporation (a Nevada corporation) was incorporated June 22, 1926. The Italo-Petroleum Corporation of America (a Delaware corporation and the appellant herein) was incorporated May 14, 1928. We will hereafter refer to these corporations as the California, Nevada, and Delaware corporations, respectively. In the year 1926 E. P. Zanetti was a director, vice-president and general manager of the California corporation. At the same time J. P. Harper was employed by the California corporation to secure, by purchase and assignment, oil leases for the benefit of that corporation. When the Nevada corporation was formed in June of that year Zanetti and Harper became directors of that corporation. This corporation was formed by the officers and' directors of the California corporation for the purpose of promoting the interests of the California concern. At about the time of the incorporation of the Nevada company, Zanetti and Harper, with the full knowledge and acquiescence of the entire board of directors of the California corporation, entered into a contract with plaintiff’s assignor whereby it was agreed to pay him 5,000 shares of the Nevada corporation and one per cent of the gross value of all oil, gas and other hydrocarbon substances produced or saved from a ten-acre tract of oil land in the Signal Hill district known as the Wiley-Tobin lease. In consideration therefor plaintiff’s assignor agreed to procure an assignment of said lease to such person or corporation