Smith v. California Thorn Cordage, Inc.

This action was brought under the provisions of section 315 of the Civil Code to set aside an election of the directors of a defendant corporation, and for an injunction to prevent certain defendants from acting as officers and directors of said corporation. Defendant Thorn filed a cross-complaint praying that he be adjudged owner of 1632 shares of the capital stock of the corporation. The trial court entered judgment giving no relief to plaintiff, but granting the relief sought by defendant upon his cross-complaint. This appeal is prosecuted by plaintiffs from said judgment.

Pursuant to a call issued by the secretary of defendant corporation, a special meeting of the stockholders was held on July 6, 1929. The following were elected as directors at said meeting: Defendants Thom, Langdon, Devor, Williams, Sawyer, Weiss and Chambers. Thereafter the directors elected Thorn president, Williams vice-president, Langdon secretary, and Sawyer treasurer. Prior to. said election plaintiffs Smith, Lyday, Richey and Cassidy were directors of said corporation, but, as indicated, failed to be re-elected at the July meeting.

While some attack is made upon the validity of the call for the…