Vallejo Bus Co. v. Superior Court

PULLEN, P. J. Petitioner seeks by this writ of prohibition to prevent respondent from proceeding further in an action pending in the Superior Court of the State of California in and for the County of Solano, wherein Agnes Irene Geer is plaintiff and Vallejo Bus Company, a corporation; Victor Raahauge, Ney Raahauge and Raymond Bottari are defendants.

The first cause of action set forth in the complaint is for a dissolution of a partnership alleged to exist between Agnes Irene Geer and Victor Raahauge, and to declare Vallejo Bus Company to be a trustee of such copartnership, and the second cause of action is for declaratory relief.

The petition for the writ of prohibition alleges the Vallejo Bus Company, a corporation, is a public utility and operates a passenger transportation service between Mare Island and the city of Vallejo and certain near-by points. It further sets forth that in September, 1936, the Vallejo Bus Company [203]filed an application with the railroad commission of the state of California for an order authorizing it to issue $6,000 of its capital stock to finance the purchase of new equipment.

Upon the hearing, evidence was introduced in support of the application to the effect that the equipment then in use was obsolete and unsafe. Mrs. Geer was present and submitted evidence that the Vallejo Bus Company was not financially able to carry out the proposed contract to purchase the new equipment and at the same time to keep up contracts previously entered into. Thereafter the railroad commission authorized the Bus Company to issue not to exceed $3,000 of its capital stock for the purpose of acquiring two new automobile busses “provided said $3000.00 par value of stock be offered for sale to applicant’s stockholders, with the understanding that if any stockholder does not subscribe for and pay for his or her pro rata share within twenty days after the date of said offer, said stock not acquired by said stockholder may be acquired by the other stockholder or by any one else”. Pursuant to this order of the commission the corporation offered the stock for sale and Victor Baahauge, a stockholder owning and holding 51 per cent of the issued and outstanding stock of the corporation, subscribed for and purchased 51 per cent of the new stock issue, being his pro rata thereof, and at the same time offered to subscribe for an unsubscribed stock. Mrs. Geer, a stockholder owning 49 per cent of the stock of the corporation, was requested to subscribe for her pro rata but refused, and before the expiration of the twenty days within which others could purchase her allotment, she filed the action above referred to in the Superior Court of the State of California in and for the County of Solano, and obtained a restraining order holding matters in status quo. Upon the filing of this complaint Baahauge withdrew his offer to purchase any of the 49 per cent of the stock that had been set aside for Mrs. Geer.