Loveland v. Garner

McFarland, J. — On April 23, 1880, the legislature passed an act amendatory of “ An act for the better pro[299]tection of stockholders in corporations,” etc. It was intended for the benefit of stockholders in mining corporations, and prescribes, with great detail, the duties of directors, presidents, superintendents, secretaries, and other officers of such corporations. (Stats. 1880, State ed., 134.) It is sufficient to say here that section 1 of the act provides that the directors shall, on the first Monday of each month, cause to be made and posted in the office of the company an itemized account or balance-sheet embracing a full statement of all receipts and disbursements; also all existing indebtedness or liability, the amount of money on hand, etc.; and that section 3 provides that if the directors fail to comply with section 1, they shall be liable in the sum of one thousand dollars, liquidated damages, to any stockholder bringing an action therefor.

In the case at bar, the complaint, which is verified, avers the existence of a certain mining corporation; that the defendants are, and at the times mentioned were, the directors of said corporation; and that plaintiff is and was a stockholder therein. It then avers that said corporation was seised and possessed of divers valuable mining claims and mineral lands, and also of certain mills, machinery, and other property of great value; that certain persons named were superintendent, president, and secretary; that defendants, as directors, had the management and control of its property and business; that during the months of January, February, March, April, May, June, and July, 1885, said mines and mills were operated, and large sums of money were received and disbursed, liabilities incurred, etc.; and that defendants failed to cause any itemized account or balance-sheet to be made, etc., as provided by said act. All facts necessary to make a complete cause of action under said act of April 23, 1880, are set forth in the complaint with great particularity.

The only positive and direct denial of the answer is [300]the denial- that the corporation “ was seised or possessed of any mill or mills, or any machinery of any nature or kind whatever.” All the other averments of the complaint which are attempted to be denied at all are denied “ upon information and belief.” No new matter was set up as a defense.