Lankershim Ranch Land & Water Co.v. Herberger

Gibson, C. This appeal is from an order dissolving an attachment.

In 1887 a syndicate known as the Lankershim Syndicate, composed of certain persons, not including the respondent, purchased twelve thousand acres of land, and agreed among themselves to organize a corporation under the state laws, “ for the purpose of dividing, developing, and selling said land.” On the 2d of August, 1887, the respondent, among others, signed and delivered to the syndicate an offer and agreement in writing, in which it was set out that the syndicate was about to create a corporation for the purposes above mentioned, with a capital stock of seven hundred and eighty thou[601]sand dollars, divided into seven thousand eight hundred shares, of the par value of one hundred dollars per share. By this instrument the respondent agreed, when the corporation should be formed, to take twenty-five shares of its capital stock, and pay therefor as follows: Fifteen per cent cash; twenty-five per cent September 10, 1887, without interest; thirty per cent July 1,1888, with interest at five per cent per annum; and thirty per cent July 1, 1889, with the same rate of interest,—all upon condition, however, that should the corporation not be formed or the land not be conveyed to it for any reason, then the amount paid by respondent should be returned to him. In September, 1887, the corporation was formed, and by a conveyance made on or about January 1, 1888, it acquired the land mentioned from the syndicate; also the offer and agreement of respondent, together with the money paid by him to the syndicate, and twenty-five shares of the capital stock of the corporation to meet the offer of respondent. The appellant thereupon accepted the offer of respondent, and issued to him a certificate, which reads as follows: —

“OiEICE OF THE LaNKEKSHIM LAND AND WATEK. COMEANY, Los Angeles, Cal., January, 21, 1888.

“ This is to certify that Theobald Herberger has subscribed for twenty-five shares of the capital stock of the Lankershim Ranch Land and Water Company, of the par value of one hundred dollars each, aggregating two thousand five hundred dollars, payable as follows, to wit: Fifteen per cent cash; twenty-five per cent on or before September 10, 1887, without interest; thirty per cent on or before July 1, 1888, with interest at five per cent per annum; and thirty per cent on or before July 1, 1889, with interest at five per cent per annum. This receipt is assignable by indorsement, upon first giving notice to the undersigned at the office of the company. Deferred payments bear interest from—