Otten

The defendant corporation has appealed from an adverse judgment in an action for the rescission of a sale of corporate stock and for the recovery of the purchase price paid therefor.

The complaint contained two causes of action, the first based upon alleged fraud and the second upon a void sale, it being alleged with reference to the latter that the sale was not made in conformity with the terms of the permit issued by the commissioner of corporations. The action was tried without a jury, the trial court finding that the sale was free from fraud, but was made contrary to the terms of the corporation commissioner’s permit and was therefore illegal. Judgment in plaintiff’s favor was thereupon entered for the repayment to him of the amount of purchase price, with interest.

The record discloses the following facts: Appellant was incorporated under the laws of this state in January, 1919, with a capital stock of 5,000 shares of the par value of $100 each, and on February 17, 1919, was granted a permit by the commissioner of corporations to sell' 4,000 shares of its stock at par for cash, upon certain conditions specified in said permit and hereinafter referred to. About April 5,…