In Re Girard

SHAW, J.

The petitioner alleges that he is unlawfully imprisoned by the sheriff of the county of Los Angeles upon a warrant of arrest issued out of the justice court of Los Angeles township upon a complaint which fails to charge a public offense.

The complaint charges that the Crystal & Colored Glass Company was a company of which four persons, namely, Mayer, Marshall, Stevenson, and the petitioner Girard, were trustees, and that neither' said company nor any of said trustees thereof had plained any permit from the commissioner of corporations to issue or sell any of the securities of the company or any shares, interests, or rights into which the capital stock or property of the said company and the rights of stockholders and members thereof were divided, or to sell any instrument issued or offered to the public by said company and trustees evidencing any right to a share in the profits or earnings or distribution of assets of the business of said company; that said Mayer, Marshall, Stevenson, and Girard did then and there willfully, unlawfully, knowingly, and feloniously, and for a valuable consideration, direct and aid in the issue and sale of, and execute and sell, shares, interests, and rights into which the capital stock and property of said company and the rights of members and holders thereof were divided and a certain instrument offered to the public by said com

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pany, evidencing a right to participate and share in the profits, earnings, and distribution of assets of the business of the company, to wit: To John Phillips one thousand unit interests, to William Phillips one thousand unit interests, to Earl Fulton five hundred unit interests, and to John Blaine one thousand unit interests, in consideration of the sum of three hundred dollars paid by William Phillips, three hundred dollars by John Phillips, one hundred dollars by Earl Fulton, and $150' by John Blaine, contrary to the statute, etc.

The complaint attempts to state a cause of action under the provisions of the act known as the ‘ ‘ Corporate Securities Act,” in common parlance known as the “Blue Sky Law,” enacted in 1917, as amended in 1919. (Stats. 1917, p. 673; Stats. 1919, p. 231.) Section 2 of the act declares that “the word ‘company’ includes all domestic and foreign, private corporations, associations, joint stock companies, and partnerships, of every kind, and also trustees, as hereinafter defined” (subd. 3); also that “the word ‘trust’ as used in this act includes all voluntary trusts, as the same are defined in the Civil Code, expressly created by or declared in an instrument in writing, other than a will or judicial writ, order, decree, or judgment, to carry on any business or to secure the payment or repayment of money” (subd. 4), and that “the word ‘trustee,’ except as hereinafter used in subdivision 9 of this section, includes only persons or companies executing trusts as hereinbefore defined” (subd. 5). Subdivision 9 of the section refers only to trustees of a testamentary trust or trust established by judical decree. It has no bearing on the character of trust here in controversy. The act further provides that “no company shall sell,” except for delinquent assessment, as provided for sales of stock under the Civil Code, “any security of its own issue until it shall have first applied for and secured from the commissioner a permit authorizing it to do so” (sec. 3). The act creates a state corporation department and provides for the appointment of a commissioner of corporations to perform the duties prescribed in the act. Section 13 provides that every company which shall directly or indirectly issue or cause to be issued any security contrary to the provisions of the act shall be punishable by a fine not exceeding ten thousand dollars. The petition al