Francais v. Somps

Sharpstein, J. This action is brought to recover one thousand dollars against the defendant as a director of the Yosemite Queen Gold, Silver, and Lead Mining Company, a corporation, for omitting to cause to be made and posted an itemized account or balance-sheet on the first Mondays of November and December, 1886, and the first Monday of January, 1887, as required by the provisions of an act amendatory of an act entitled “An act for the better protection of the stockholders in corporations formed under the laws of the state of California, for the purpose- of carrying on and conducting the business of mining,” approved March 30, 1874. That an action of this kind may be maintained has been settled in Loveland v. Garner, 71 Cal. 541; Beal v. Osborne, [50572] Cal. 305; Schenck v. Bandmann, 81 Cal. 231; Chapman v. Doray, 89 Cal. 52.

The defendant appeals from the judgment, and from an order denying his motion for a new trial.

The first point presented in appellant’s brief is, that the subject of the act is not sufficiently expressed in its title. But under the decision in People v. Parvin, 74 Cal. 552, the title is sufficient to satisfy the provision of the constitution relating thereto.

The second point is, that if the statute be constitutional, this case is not within its provisions, the argument being, in effect, that the object of the act as expressed in the title is for the better protection of the stockholders in corporations formed for the purpose of carrying on and. conducting the business of mining, and that the evidence shows without conflict that this corporation was not carrying on or conducting the business of mining. We think the findings of the court are justified by the evidence; and the court finds that at all the times in the complaint mentioned the corporation had a duly appointed president, superintendent, and secretary, and that during the months of October, November, and December, 1886, said corporation disbursed certain sums of money and incurred indebtedness and liabilities, and had a certain sum of money on hand during said month of October, 1886, and thereafter till and including the first Monday of November, 1886, and that during said months of November and December, 1886, and January, 1887, the directors, of whom the defendant was one, failed and neglected to make or cause to be made the itemized accounts or balance-sheets of the business of said corporation, or the accounts or reports or statements of the superintendent, by said act required to be made, or any itemized accounts or balance-sheets whatever, and failure to cause said superintendent to make or file with the secretary, or forward to the office of said company, the monthly and weekly reports, accounts, and statements* or any or either of them, as are by said act required.