Tapscott v. Mexican Colo. River Land Co.

HENSHAW, J.

To plaintiff’s complaint a general demurrer was sustained with leave to amend. Upon plaintiff’s failure-

[665]

to amend, judgment passed for defendants, and plaintiff' prosecutes this appeal. The material averments of his com-plaint are as follows: That the Mexican Colorado River Land. Company, a defendant herein, is a corporation organized and doing business under the laws of the state of California; that its capital stock is forty thousand shares of the par value - of fifty cents and that plaintiff is a stockholder, owning about one fifth of the capital stock, and is also a director of' the company; that the Mexican Colorado River Land Com-. pany (which for convenience will be designated the California corporation), owned lands in the republic of Mexico;, that in June, 1902, it executed to Harrison Gray Otis a contract of lease with an option to purchase these lands. By as- - signment Otis’s rights were transferred to a corporation known as the Colorado River Land Company,

Sociedad Anónima.

(which for convenience will hereafter be called the Mexican corporation); that the Mexican corporation in due course • tendered to the California corporation the purchase money - for the lands as agreed upon in the original contract with. Otis, amounting to $271,359, and the California corporation in turn accepted the money and executed its deeds to the - lands to the Mexican corporation. The complaint then further alleges: “That on the same day and as a part of the • same contract” (between the California corporation and Otis) “the stockholders of said corporation, the Mexican Colorado. River Land Company, entered into a contract with said Harrison Gray Otis in the words and figures following, to-wit: . . This stockholders’ contract or agreement with Otis . recited, that whereas Otis had leased the lands from the Cali- - fornia corporation with the option and privilege of purchas-. ing the same at a stated price, “Now, therefore, if said Otis, his heirs or assigns, should or shall exercise said privilege and' buy said property and pay the purchase price as stipulated in said lease and contract, then and in such event we hereby - severally agree and bind ourselves, our respective heirs and assigns, to indorse, turn over, and assign without cost and free from all charges and encumbrances, all of the shares of" the capital stock of said corporation now belonging to us. severally to wit(here follows the names of the stockholders . with the number of shares respectively owned by them) “and we further covenant and promise that, in addition to,