Lovett

The plaintiff sued to recover the subscription price on a block of its stock. The defendant interposed a demurrer to plaintiff’s amended complaint and the demurrer was sustained. The plaintiff declined to further amend. Judgment was entered in favor of the defendant and the plaintiff has appealed and has brought up the judgment-roll.

In its complaint the plaintiff alleged that it is and ever since the fifth day of November, 1930, has been a corporation organized under the laws of this state and having an authorized capital stock of $25,000 divided into 100 shares; that on October 28, 1930, the defendant and Harlie B. Norris executed a certain contract; that said contract provided:

That immediately thereafter the defendant caused his attorneys to prepare articles of incorporation, file them, pay the fees, and that plaintiff became a corporation; that immediately thereafter the defendant applied to the commissioner of corporations for a permit to issue stock and that said permit was issued on the seventeenth day of November, 1930; that on the nineteenth day of November, 1930, the plaintiff elected to and did accept the defendant’s subscription offer and tendered a certificate of…