Sullivan v. Triunfo Gold & Silver Mining Co.

By the Court, Currey, C. J. The Triunfo Gold and Silver Mining Coinpany is a corporation organized under the laws of this State for the purpose of carrying on the business of mining in Lower California. Its principal office has been, since its organization, in the City and County of San Francisco. The plaintiffs were, at the time this action was commenced, stockholders and members [587]of said company, and the defendants named in the complaint were stockholders and members of the company on the first Monday of May, 1864, and were on that day elected trustees thereof, and the same trustees were in office at the time this action was commenced.

For the purpose of carrying on the business of the corporation in Lower California, the trustees appointed an agent or Superintendent, under whose management the company had become indebted on the 6th of July, 1865, in a sum exceeding thirty-five thousand dollars, at which date the trustees levied an assessment of three dollars per share on the ¿ssessable stock of the company, amounting in the aggregate to the sum of fifteen thousand six hundred and forty-two dollars, for the purpose of paying the necessary mining expenses of the company. The greater portion of the indebtedness incurred under the management of the Superintendent seems to have been without the knowledge of the (trustees and without their direct consent, and was a matter of surprise to them when they discovered the extent to which the company had become involved. This indebtedness was incurred for labor, materials and supplies furnished to the company at its mine and mill in Lower California, and consisted of debts or claims which were valid and were liens by the laws of Mexico on the mine and mill of the company.

At the time of levying the assessment of three dollars per share against the assessable stock of the company, the plaintiff Sullivan owned six hundred and thirty shares, and the plaintiff Ryan one hundred shares of the assessable stock of the company. They refused to pay the assessment or tax imposed upon their stock, and in due time the trustees advertised the same to be sold at public auction in the mode provided by the statute for the purpose of making thereby the sums of the respective assessments. Whereupon the plaintiffs commenced this action to restrain the trustees from selling their stock, and from further increasing the debts of the company, and praying that the said assessment might be declared illegal and void. The Court granted an injunction restraining the trustees from [588]