MacDonald

Plaintiff recovered judgment for the sum of $600 paid by her and her assignor for the purchase from defendant corporation of six shares of its preferred stock. The stock was sold and purchased in the state of California at a time when the said corporation did not have a permit from the corporation commissioner of California to sell the same. Under the terms of section 12 of the California Corporate Securities Act (Deering’s Gen. Laws 1923, Act 3814) the sale was void, the stock was void, and, in reality, the plaintiff and her assignor never became stockholders in the corporation.

The plaintiff’s complaint was in the form of a common count of indebtedness for money had and received within two years last past. The defendant did not plead the statute of limitations by demurrer. The complaint upon its face would be good against such a demurrer. In its answer, however, defendant pleaded all of the several sections of the Code of Civil Procedure prescribing periods of limitation for the commencement of actions.

According to the evidence and stipulations of fact at the trial, the stock was purchased and issued in 1922. Some of it was paid for in installments of $20 per month'. The last…