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This is an action brought to1 cancel a subscription for shares of capital stock and recover the amount paid for the same. A demurrer to the second amended complaint therein was sustained without leave to amend, and judgment rendered for defendant. This appeal is taken from the judgment so entered.

Prom the allegations of the. complaint it appears that plaintiff subscribed for thirty shares of preferred stock in defendant corporation, and paid the sum of $3,000 for the same. This sale was made through an agent of the defendant, and plaintiff seeks to set aside the transaction upon the following alleged false and fraudulent representations made by said agent in inducing plaintiff to make the purchase:

“A. That the preferred stock of said Alameda Community Hotel Corporation then and there, and to-wit, in the said City of Alameda, County of Alameda, and State of California, on the said 11th day of April, 1928, provided for the payment of and paid and would pay to the owners of the said preferred stock interest at the rate of seven per cent (7%) per annum; and

Do the foregoing allegations constitute actionable fraud ? The law applicable to this situation is well expressed in Black…