Young

Plaintiffs stockholders of the New Pedrara Mexican Onyx Company (hereafter referred to as the California company), suing on behalf of that corporation, brought this action to set aside a certain resolution adopted by the Compaq’s board of directors on June 27, 1911, whereby, so it is claimed, the board rescinded a transfer to the company of certain shares of the capital stock of another corporation, hereafter, for convenience, referred to as the Mexican Company. There are two appeals, each upon a separate record. Both appeals are from judgments in the same case.

These two appeals were decided and opinions filed qn December 10, 1919. Thereafter, on petition of appellants, a rehearing was granted in each case. The appeal in case No. 3053 is from a judgment of nonsuit entered August 13, 1915, in favor of defendants Smith, Lea, and the Pedrara Onyx Company (hereafter referred to as the Arizona company), and the appeal in case No. 3011 is from a judgment on the merits, entered February 4, 1916. Both appeals will be treated in one opinion.

Our résumé of the principal facts, gleaned in part from the findings and in part from the evidence, will suffice for an understanding of the…