Marson

Plaintiff appeals from an adverse judgment in a rescission action whereby he sought to recover the purchase price which he had paid for outstanding shares of stock in Cienega Village, Inc. (hereinafter referred to as the corporation), which plaintiff purchased from defendant Richard Rand pursuant to a contract of sale dated February 10, 1951.

The action was predicated upon the theory that the stock which defendant Richard Rand sold and transferred to plaintiff was void for the reason that it had been issued in violation of terms of the permit granted by the corporation commissioner, in that the consideration for the issuance of the stock was not received by the corporation until a date subsequent to the issuance of such stock.

The case was tried before the court sitting without a jury who found that the shares of stock which plaintiff purchased had been issued after the consideration therefor had been paid.

Questions: First: Was there substantial evidence to sustain the trial court’s findings, (a) that the stock which plaintiff purchased had been issued after the consideration therefor had been received by the corporation, and (b) that there were no fraudulent representations…