Garretson v. Pacific Crude Oil Co.

CHIPMAN, C.

Plaintiff is a stockholder in defendant corporation, and as such sues for its benefit and that of all the stockholders, the corporation having, on plaintiff’s demand, refused to bring the action. The complaint sets forth two causes of action: First, to cancel an issue of sixty-eight thousand shares of the capital stock of defendant corporation; second, an issue of two hundred and fifty thousand shares. The first of these issues was made to defendant Corbin for himself and the original corporators who, with the corporation and one Wilbur, constitute the defendants in this action. The stock will be referred to as the Corbin shares. The second issue was made to defendant Wilbur, and will be referred to as the Wilbur shares. The cause was tried by the court and the findings of fact were in favor of defendants. Judgments passed, dismissing the action, with costs to defendant. Plaintiff appeals from the judgment and from the order denying his motion for a new trial.

It is not distinctly claimed in plaintiff’s brief that the findings do not sustain the judgment, although the argument in effect is, that the court drew wrong conclusions from the facts found, and that in some respects the facts were not just inferences from the evidence. No point is made that the court committed any errors of law in ruling upon the evidence admitted or excluded. Plaintiff’s brief is not as helpful as it might otherwise have been, nor is it conformable to the spirit of the rules of the court, for it fails to specify the particulars

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wherein the findings are unsupported by the evidence, except in a very general way, and in its statement of facts it fails to cite the folios of the transcript in support thereof. Turning to the specifications in the transcript wherein the findings are claimed to be unsupported, there is almost an entire failure to point out the ground of the insufficiency of the evidence. An examination of the record, however, convinces us that the findings of fact have support in the evidence, and unless the trial court drew wrong conclusions from these findings the judgment and order must be affirmed.

The sixty-eight thousand Corbin shares.

It appears that defendant Corbin held an option on certain leases of oil-lands. By arrangement among the defendants other than Wilbur, it came about that for a consideration Corbin conveyed to these defendants an interest in the option held by him, and defendant corporation was formed for the purpose of taking over these leases in consideratipn of which sixty-eight thousand shares of the capital stock of the corporation were to be issued to Corbin, he to be entitled to certain of those shares and the balance to he divided among the other defendants, except the corporation and defendant Wilbur, who at this time knew nothing of the transaction and had no interest in it. The capital stock of the corporation was one million shares, of the par value of one dollar each. It was also agreed by these original corporators tjhat each of them should subscribe for two thousand shares bf the corporation at ten cents per share and pay the money into the treasury; which was accordingly done, and the shares were issued to them. The organization of the corporation was effected on April 8, 1900, the defendants other than Wilbur being the only stockholders and directors. The first meetihg of the directors and stockholders was held on the day last above named, and, all being present, and agreeing thereto,; resolutions were duly passed accepting the Corbin option for leases and authorizing sixty-eight thousand shares of the capital stock of the corporation to be issued to Corbin pursuant to the agreement above referred to, and the leases were executed and delivered to the corporation by the companies which had given the options. The shares issued to Corbin bear date April 25, 1900, and on May 29, 1900, certificates for 6,785 shares were issued to each of defendants, except defendant corporation, which had been