This action was prosecuted in the trial court for the purpose of obtaining a declaratory judgment under the provisions of section 1060 of the Code of Civil Procedure, and for the purpose of having construed the legal effect of the execution of a certain deed and its delivery in escrow in California by a Nevada corporation.

A second cause of action is set forth in the complaint alleging the invalidity of the deed under section 45 of the Nevada Domestic Corporation Act of 1925.

The plaintiffs,in the action are stockholders and officers of a certain mining corporation organized under the laws of the state of Nevada in the year 1926, known as and called the “Cave Springs Mining Corporation”. Thereafter, said mining corporation continued transacting business in the state of California until about October 5, 1932. Some of the plaintiffs are creditors of the corporation. The corporation, while doing business in the state of California, never qualified under the laws of the state of California to do business therein.

During the time that the corporation was carrying on mining operations in the state of California it became indebted to the defendant in a sum between $5,000 and $6,000. On or about June 30, 1931, the defendant obtained a judgment against the corporation in the courts of the state of California. The property of the corporation is situate in the county of San Bernardino, and consists of certain patented mining claims and certain mining claims, unpatented.

After obtaining the judgment just mentioned the plaintiff had an execution issued thereon, and was about to levy the execution upon the'mining claim just referred to; that in order to stay execution upon the property of the corporation a deed was executed by the corporation to the respondent in this action, conveying the mining premises belonging to the corporation to the defendant. This deed was placed in escrow. An agreement was entered into between the corporation and the defendant, relative to placing said deed in escrow, with directions to deliver the deed to the defendant in the event that the judgment in favor of the defendant was affirmed on appeal, and that during the time elapsing before said appeal should be determined, the defendant would not have any execution levied upon the mining claims belonging to the corporation. It was further agreed that if the judgment which the defendant had obtained against the corporation should be affirmed on appeal, then and in that event the deed placed in escrow should be delivered to the defendant, conveying to him the title to the mining premises heretofore referred to.

The deed and the agreement appear to have been executed in pursuance of a resolution regularly adopted by the officers of the corporation. The agreement in question is in the following words and figures:

This agreement was signed on the 15th day of July, 1932, and acknowledged on September 1, 1932 (signatures and acknowledgment omitted herein). The deed in question appears to be simply an ordinary grant, bargain and sale deed conveying the different mining claims to the defendant in this action.

To the complaint filed in this action the defendant first filed an answer, and also a cross-complaint, alleging the purposes for which the deed was executed, to wit: In effect, to secure a stay of execution pending the determination of the appeal in question, it being provided that if the appeal were decided in favor of the defendant, the plaintiff in that action, then and in that case the deed conveying title should be delivered to him according to the terms of the escrow agreement, and praying the court for delivery of the deed and the quieting of his title thereto. The defendant had judgment and the plaintiffs appeal.

While the judgment does not specifically set forth the rights of the parties as a declaratory judgment, under the provisions of section 1060, supra, it does in effect determine the legal rights of all of the parties thereto by decreeing that the deed should be delivered to the defendant, and his title to the premises quieted, as such decree excludes any right or title of the corporation to the premises, and also any right or title, of the plaintiffs in this action to any portion of the mining properties conveyed by the deed to the respondent in this action.

The chief contention on the part of the appellants is that the deed "of conveyance was and is void under the provisions of section 45 of the Nevada Domestic Corporation Act of 1925. That section of the act is as follows:

It is contended on the part of the appellants that the section to which we have referred, being a part of the general corporation laws of the state of Nevada, became a part of, and entered into the charter incorporating the Gave Mining Cor poration, and that the provisions of said act are and were binding upon the corporation doing business in the state of California. This contention, however, does not appear to be well taken. While there appears to be some confusion in the language of text-writers as to what constitutes the charter of a corporation, it seems to be pretty well settled that a foreign corporation doing business in the state of California is subject to the laws of the state of California as to the business therein transacted, and unless the charter provisions of the corporation contain limiting clauses, general statutes of the state where the corporation is organized do not control.

Respondent first calls our attention to section 345 of the Civil Code, to the effect that the execution of the escrow agreement and deed is not an ultra vires act as between the corporation and the defendant. It may be here stated that the sufficiency of the consideration is not raised by the pleadings, but is in some measure attempted to be raised by the testimony, to the effect that the property in question was much more valuable than the sum of $5,000, or whatever might be the total judgment obtained by the defendant, including his costs. This testimony we have read, and while the court made no finding thereon, it is not of such a character as would support a finding fixing the value of the property at any sum whatever. The testimony is simply speculative, apparently based upon a tentative contract for the sale of property, which common knowledge teaches us is dependent upon the value of the property as shown by future development. The mine itself had stood idle for a number of years.

The agreement which we have set forth gave the appellants in this action many months of time within which to find a purchaser. We may also here state that no cash offer was ever in fact made by the appellants, by the corporation, or by anyone in behalf of the appellants, or in behalf of the corporation, to the defendant, as provided in the agreement. The testimony of the witness as to the cash offer was to the effect that he had $500 in the bank and that payment was to be strung along as it might be secured from the intending purchaser. This is not fully explained in the testimony, but there is sufficient there to show that the so-called cash offer was wholly without merit or legal effect.

The judgment in the ease referred to was finally affirmed upon appeal, and thereupon the plaintiffs in this action notified the escrow-holder not to deliver the deed to which we have referred. The escrowholder filed a petition in intervention for the purpose of having the court determine whether or not he should or should not deliver the deed according to the escrow agreement.

In section 8550, Fletcher’s Cyc. on Corporations, we find the following:

That the laws of California govern in the instant case we may cite 14A C. J., page 919, section 3099, as follows:

This statement of the law is supported by the opinion in the case of Gillis v. Pan-American Western Petroleum Co., 3 Cal. (2d) 249 [ 44 Pac. (2d) 311 ],

In section 8318, Fletcher’s Cyc. on Corporations, the rule relative to a corporation doing business in the state other than that in which it is formed is stated as follows:

To the same effect is the ease of Vanderpool v. Gorman, 140 N. Y. 563 [ 35 N. E. 932 , 37 Am. St. Rep. 601 , 24 L. R. A. 548], where we find the following:

The court, among other things, found as follows:

The court further found that Tucker had performed and complied with all the terms of the agreement, and also that no damage or loss had been suffered by the corporation by reason of any act of the defendant Tucker. The court also found the purposes for which the agreement and deed were executed, to wit: To-stay execution upon the judgment lien which had been obtained by the said W. W. Tucker.

It further appears from the record that the purpose of securing the stay of execution was to enable the corporation, if possible, to make sale of the property, and that the defendant Tucker desisted from making sale of the property, as evidenced by the agreement, as he otherwise might have done under his judgment lien, and obtain title to the property under execution sale in the event that no one offered a higher price therefor than he, Tucker, was willing to pay. In other words, Tucker had a judgment lien upon the property and had the means within his hands to subject the property to the satisfaction of his judgment, and the agreement entered into was simply another form of making payment by the corporation and securing payment by Tucker of his judgment. The court further found that the agreement and deed were executed for a good and valuable consideration.

Other questions have been presented for our consideration but from what we have said, and the authorities cited, we conclude that the judgment should be and it is hereby affirmed.

Thompson, J., and Pullen, P. J., concurred.