Koch v. Speedwell Motor Car Co.

The plaintiff's complaint purports to plead three causes of action, separately stated, against the defendant, the "Speedwell Motor Car Company (Pacific Coast Branch)," a corporation organized and existing under the laws of the state of California, for (1) the cancellation of a promissory note in the sum of one thousand dollars, executed by the plaintiff to the Speedwell Motor Car Company, a corporation organized and existing under the laws of the state of Ohio, in part payment of the purchase price of a motor car sold to the plaintiff by the latter corporation; (2) for the recovery of the sum of eight hundred and forty-eight dollars, alleged to have been paid by the plaintiff to the Ohio corporation on account of the purchase price of the motor car; and (3) for the value of sundry automobile accessories fitted by the plaintiff to the motor car in question, which were alleged to have been wrongfully appropriated and withheld by the Ohio corporation. Each of the several causes of action alleges in substance that the Ohio corporation, at the time of the making of the contract in question, was doing business in the state of California through the medium of an individual agent, one L. V. Lynch, from whom the plaintiff ordered a motor car at the agreed price of one thousand five hundred dollars; that the order as given to Lynch was accepted, and the car delivered by the Ohio corporation; that in payment for the car plaintiff gave the Ohio corporation the sum of five hundred dollars in cash, and his promissory note for the balance of the purchase price, and thereafter paid the further sum of three hundred and forty-eight dollars on account of the note. The plaintiff's complaint in each of the three causes of action further alleged in substance that the Ohio corporation, electing and attempting to rescind the contract of sale, took possession of the motor car, and refused to comply with the contract save upon the payment by the plaintiff of the sum of one hundred dollars in addition to the sum of one thousand five hundred dollars originally agreed upon as the purchase price of the motor car. *Page 125

Upon the refusal of the plaintiff to amend his complaint after a demurrer thereto had been sustained, judgment was entered for the defendant corporation, from which an appeal has been taken by the plaintiff.

Plaintiff's complaint evidently proceeded upon the theory that the defendant corporation was part and parcel of the Ohio corporation, and, therefore, should be subjected to the judgment prayed for. In this behalf, and as a basis for each of the several causes of action, the plaintiff's complaint alleged that the defendant, "Speedwell Motor Car Company (Pacific Coast Branch)," was organized and financed subsequent to the transaction in suit by the Ohio corporation; that the Ohio corporation owned all but two shares of the capital stock of the defendant corporation; that the latter was "organized for the purpose of taking over the business theretofore conducted on the Pacific Coast by L. V. Lynch, an agent for the Speedwell Motor Car Company, an Ohio corporation," and that said Ohio corporation "turned over to said defendant corporation, the Speedwell Motor Car Company (Pacific Coast Branch), all of the business and assets on the Pacific Coast of the Speedwell Motor Car Co., an Ohio corporation, especially the business and assets theretofore in charge of its agent L. V. Lynch."