Campbell v. Santa Maria Oil & Gas Co.

HENSHAW, J.

This is an action brought by the assignee of one Kloeclmer to recover certain stock, sold for delinquent assessment under section 347 of the Civil Code. Defendant is a California corporation, having a capital stock of five hun

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dred thousand dollars divided into five hundred thousand shares of the par value of one dollar each. Plaintiff’s right to relief is based upon his allegations of certain irregularities in the assessment and upon his claim that there was an agreement that the stock in question should be non-assessable. The court found against plaintiff’s contentions. Judgment passed for the defendant and plaintiff appeals.

As plaintiff is but the assignee of Kloeckner, with whom all of the transactions of the corporation were had, his name may be dropped from consideration. Kloeckner and others were the lessees of certain oil land in Santa Barbara County. The owners of the leasehold concluded to incorporate for convenience in operating their property. To that end certain of them, including Kloeckner, subscribed to articles of incorporation and for five shares of the capital stock of the defendant company. The incorporation was duly had. At the first directors’ meeting after the officers of the corporation had been chosen, Kloeckner, being one of the directors and secretary of the corporation, proposed that the corporation acquire the leasehold, if possible, from himself and his associates, “and to use in payment of the purchase, capital stock of the company to any amount not to exceed three hundred thousand dollars. The stock to be issued as fully paid and non-assessable by the company.” At the stockholders’ meeting next held, the stockholders requested the board of directors “to purchase said leasehold interest for the price of three hundred thousand dollars, payable in the fully paid stock of this com-»pany.” After this action at the stockholders’ meeting, another directors’ meeting was held at which the proposition was fully discussed and it was resolved to acquire the leasehold estate “for three hundred thousand shares of the fully paid stock of this company. ’ ’ The offer thus formulated, the court finds was accepted and the leasehold conveyed to the corporation for three hundred thousand dollars of the fully paid capital stock of the company. The conveyance was actually made to the corporation, the stock ordered issued to Kloeckner and his associates in such proportion as Kloeckner himself directed-upon payment by the purchasers of the United States revenue tax. Kloeckner, in fact, prepared these certificates for issuance. The stock certificates, which he himself, as secretary, procured to be printed, bore upon the face of each without