Burge

The defendant corporation is, and at all times referred to in this action was, engaged in business as the owner and operator of oil properties. In April, 1910, the plaintiff then claiming to be the owner of a placer mining claim (oil property) in Kern County, entered into an agreement for the sale of the claim to one Atwood, who thereafter assigned to defendant corporation all of his rights under said agreement. Thereafter, on July 18, 1911, pursuant to an agreement between plaintiff and defendant, the defendant corporation issued to the plaintiff twenty thousand shares of its capital stock, in consideration of the extension by plaintiff of the time for payment of moneys which had then become due under the Atwood agreement. In further consideration of the issuance of said stock, the obligation for the unpaid balance was placed in the form of a mortgage upon said oil lands, to become due at a date several years later. On January 18, 1913, an additional twenty thousand shares of capital stock of defendant corporation was issued, in consideration of a further extension of the due date upon said mortgage.

■ The answer of the defendant rests upon its claim that said shares were issued…