Chapman v. Doray
Before: Belcher
Synopsis
Mining Corporations — Liability of Directors—Penalty—Pleading — Insufficient Defense. — In an action brought under the act of April 23, 1880 (Stats. 1880, p. 134), to recover the penalty prescribed for a failure of the directors of a mining corporation to post monthly reports in the office of the company, where the complaint alleges that the company had an office for the transaction of its business at a specified place, a denial in the answer that it had an office for the transaction of its business at the place alleged, or at any other place, raises no material issue. Id. — Office of Corporation — Posting Reports—Neglect of Directors. — It is the duty of every corporation to have an office and a principal place of business, and the directors of a mining corporation cannot evade liability for failure to post monthly reports at the office of the company by failure to have an office for the transaction of its business.
Belcher, C. — This action was brought to recover the sum of one thousand dollars liquidated damages, and. costs of suit, under the provisions of an act of the legislature of this state approved April 23, 1880. (Stats. 1880, p. 134.)
The complaint alleges that during the year 1889 the Pacific Gold Mining Company was a corporation organized under the laws of this state for the purpose of carrying on and conducting the business of mining; that the corporation owned valuable mining claims in the county of Sierra, and had its office for the transaction of business in the town of Howland Flat, in that county; that the plaintiffs and defendant were stockholders of the corporation, and the defendant was one of its board [53]of directors and its president and acting superintendent; that during the months of January, February, March, April, May, June, and July, 1889, the corporation was engaged in working its mines, and during each of said months it employed numbers of men therein, and incurred liabilities, and received and disbursed divers sums of money; that it became and was the duty of the defendant and his co-directors to make and have posted in the office of the company, on the first Monday of each of said months, certain reports and accounts current for the previous month, as required by the act of the legislature before referred to, but that, disregarding their duties and obligations in this regard, they failed, refused, and neglected to make or cause to be made, or posted or filed, the reports and accounts required, or any of them. Wherefore judgment was asked for the penalty imposed by the statute.
By his answer the defendant denied that the Pacific Gold Mining Company “ had an office for the transaction of its business in the town of Howland Flat,” or at any other place. He further denied that it was the duty of the directors of the corporation to cause to be made and posted the reports and accounts current named and referred to in the complaint; denied that any duty or obligation was imposed upon the directors of mining corporations by the act of April 23,1880, to have made and posted reports and accounts current, as alleged in the complaint, or any penalty for a failure to do so; denied that by reason of the facts alleged the plaintiffs had been damaged in the sum of one thousand dollars, or in any sum, or at all.
On motion of the plaintiffs, the court gave judgment in their favor on the pleadings, and from that judgment the defendant appeals.
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