East Coalinga Oil Fields Corp. v. Robinson

PEEK, J. This is a companion appeal by Jennie A. McArthur from the judgment referred to in case number 7416, ante, page 153 [194 P.2d 554], to which reference is made for a statement of the pleadings.

Appellant McArthur by her answers to the complaint and cross-complaint denied generally the allegations of each and affirmatively alleged that one Ira L, Goodrich, for a valuable consideration, sold to her on February 3, 1925, an undivided one-half interest in and to his one share represented by stock certificate number 5 of said corporation; that the then secretary of said corporation, Henry Hawson, by an instrument in writing for and on behalf of said corporation, certified to the number of shares outstanding, the ownership of Goodrich in certificate number 5, and that the assignment of an undivided interest to said defendant McArthur would be entered on the books of said corporation. She further alleged that plaintiff corporation was guilty of laches; that, the officers of said corporation had knowledge of said assignment; that a large portion if not all of the money paid by tier "to Goodrich was used by and for the benefit of said corporation, and that it is now estopped "to deny this defendant’s title." The answer concluded with a prayer that she be decreed to be the owner of a one-half share of stock in said corporation, “and that [163]should authority be obtained for an increase of the stock issue this defendant is entitled to have issued to her from the said corporation such numbers of shares as will equal one-half (%) of one-fifth (1/5) of the total number of shares issued by the corporation. ’ ’

Appellant’s argument in support of her first contention: that the corporation was bound by the acts and liable for any damage resulting from the dereliction of duty by the secretary of plaintiff corporation who through carelessness or through fraudulent intent failed to enter the assignment from Goodrich to McArthur on the books of the corporation, is wholly without pertinence. It completely ignores the fact that appellant has not sued for damages but merely has prayed for a declaration that she is the owner of a one-half interest in one share of stock, and that, should authority be obtained by the respondent corporation for the issuance of further shares, she be issued a proportionate number of shares. It therefore becomes unnecessary to consider this contention, raised by appellant for the first time on appeal, or the answer of respondents thereto, which appears to be sound, that any such action for damages would be barred by laches.