Tilton v. Iowa Oil Co.

JENNINGS, J. Tbe plaintiff instituted this action on January 5, 1932, to compel tbe defendant corporation to issue new certificates representing shares of stock of said [95]corporation. The action was brought in accordance with the provisions of section 330.18 of the Civil Code. The complaint contained five counts. In the first count plaintiff alleged that during the month of November of the year 1899 he had purchased and paid for 1,000 shares of stock of the defendant corporation and that a certificate representing this number of shares was issued to him by said corporation; that the certificate remained in his possession until the year 1925, when it was lost and destroyed; that plaintiff had not assigned, indorsed, transferred or hypothecated said certificate; that plaintiff notified the defendant corporation of the loss of the aforesaid certificate and demanded that the corporation issue to him a new certificate for the aforesaid stock but that defendant refused to comply with the demand. In the remaining four counts plaintiff alleged that on December 28, 1931, certain named stockholders of the defendant corporation had assigned to him certificates of stock of the defendant corporation which had originally been issued to them by the defendant corporation and which certificates had been lost or destroyed and had assigned to him their causes of action thereon and that plaintiff had thereby become the owner thereof and entitled to the issuance of new certificates in lieu of said lost or destroyed certificates. These counts also contained allegations of demand made upon the defendant corporation for the issuance of certificates and a refusal by the corporation to comply with the demand. The prayer of the complaint was for a judgment ordering the defendant to issue five certificates representing a total of 2,150 shares of the defendant corporation. The defendant filed an answer specifically denying the material allegations of the complaint and the action proceeded to trial. Upon the conclusion of the trial the court rendered judgment in plaintiff’s favor ordering and directing the defendant to issue five certificates representing a total of 2,150 shares of stock upon the express condition that plaintiff should deposit as security or deliver to the court a bond to be approved by the court in the amount of $2 for each share of stock evidenced by each certificate, which the court in its findings of fact had found was lost or destroyed. From the judgment thus rendered the defendant presents this appeal.

Upon this appeal the appellant advances three contentions which it maintains sufficiently demonstrate that the