Shattuck v. Oakland Smelting & Refining Co.

Ross, J. (in Department One): The plaintiff sues as assignee of Sextus Shearer, David B. Wilson, and Albert N. Shearer, of certain demands of these parties against the defendant corporation in the form of accounts stated. Wilson and the Shearers were trustees of the corporation at the time the alleged indebtedness arose, and at the time the alleged accounts were stated.

To establish his cause of action the plaintiff, at the trial in the Court below, offered in evidence an entry in the book of records of the corporation, as follows:

“ An adjourned meeting of the Board of Trustees of the Oakland Smelting and Refining Company, held at the office of said company in the City of Oakland, this 8th day of January, 1874, at seven o’clock p. M. Present—Sextus Shearer, Wm. F. Boardman, Albert IN". Shearer, and David B. Wilson.

[552]The following preamble and resolutions were presented by Wm. F. Boardman, and unanimously adopted:

“ Whereas, for the purpose of promoting the interest of the corporation, it was deemed expedient by all the stockholders to have conveyed to Morgan S. Hurd one hundred shares of the capital stock of the corporation, to Charles H. Swain two hundred shares, and to L. Eisenhuth one hundred shares, for the purpose of securing their services and influence in carrying forward the business of said corporation; and whereas, in compliance with such determination, Wm. F. Boardman did, on the 13th day of November, 1873, convey to Morgan S. Hurd one hundred shares of the capital stock of said company, and on the 11th day of December, 1873, convey to Charles H. Swain one hundred and twenty shares of said capital stock, and Sextus Shearer did on the 13th day of November, 1873, convey to L. Eisenhuth one hundred shares of the capital stock of said company, and Albert N. Shearer did, on the 11th day of December, 1873, convey to Charles H. Swain eighty shares of the capital stock of said company;

“ Therefore, resolved, that the construction account of said works be charged with said stock at twenty-five dollars per share, and that the several parties who furnished the same be credited therewith at that price;

“ And that it is also resolved, that William F. Boardman be allowed, for his services performed for said company from the 1st day of April, 1873, to the 1st day of January, 1874, the sum of ($1,800) one thousand eight hundred dollars;