Auburn Opera House & Pavilion Ass'n v. Hill
Auburn Opera House & Pavilion Ass'n v. Hill
Opinion of the Court
1. Under defendant’s contract of subscription for the stocks of plaintiff, as contained in the prospectus signed by defendant, and upon the facts alleged in the complaint as to plaintiff’s calls or demands for the amount agreed to be paid for such subscribed stock, the plaintiff is entitled to maintain this action: Marysville Electric Light Co. v. Johnson, 93 Cal. 546, 27 Am. St. Rep. 215, 29 Pac. 126; California Southern Hotel Co. v. Callender, 94 Cal. 120, 28 Am. St. Rep. 99, 29 Pac. 859.
2. It was not a condition precedent to defendant’s liability that $20,000 of plaintiff’s stock should be first subscribed for; but, were it otherwise, the defendant has waived the objection which he now makes upon this ground: Hotel Co. v. Callender, supra. Indeed, the acts of defendant constituting such waiver are stronger than those held to have that effect in the case cited. Judgment and order reversed.
Reference
- Full Case Name
- AUBURN OPERA HOUSE AND PAVILION ASSOCIATION v. HILL
- Cited By
- 2 cases
- Status
- Published
- Syllabus
- Corporate Stock—Liability 'on Subscriptions.—In an Action by an opera-house company to recover a subscription to its capital stock, it appears that a “prospectus” recited in detail the objects of the intended corporation, the amount of stock, etc., and that the subscriptions were to be called in on installments; that defendant signed the prospectus for a certain number of shares; that four calls had been ordered by the hoard of directors, and payment demanded; and that defendant had failed to pay. Held, that plaintiff was entitled to recover.1 Corporate Stock—Liability on Subscriptions.—Such Prospectus stated that the building was “to be built by a corporation with a capital stock of $20,000, consisting of one thousand shares at twenty dollars per share.” Held, that it was not a condition precedent to defendant’s liability that $20,000 of plaintiff’s stock should be first subscribed for.2 Corporate Stock—Liability on Subscriptions.—It Appeared That Defendant was one of plaintiff’s directors for two months, during which time he signed the articles of incorporation, was present at meetings of the hoard when the calls for the first two installments were ordered, and voted in favor of accepting the building lot, and that he served as a member of the building committee, prepared several plans for building, and consulted various architects and contractors about the same. Held, that, though the subscription for the full amount of stock mentioned in such contract was a condition precedent to defendant’s liability, he had waived any objection on the ground that such amount was not subscribed.3