Western Pacific Paper Co. v. Hollywood Topics, Inc.

Plaintiff brought action against defendant corporation and its stockholders to recover the sum of $962.57 for merchandise furnished by it to said corporation between the dates of January 27 and March 22, 1927. The cause was tried and submitted upon a stipulated statement of facts showing, among other things, the following:

That appellant Barnes was one of the original incorporators of the company, and on December 18, 1926, subscribed for 2,498 shares of the total of 2,500 shares of capital stock, and on January 6, 1927, paid therefor to said corporation the sum of $2,498. Subsequent to January 6, 1927, and before February 1, 1927, three certificates were prepared—one to I. W. Irving, one to F. A. Dignowity, for one share each, and one to Florence L. Barnes for 2,498 shares, but were not fully executed and were not issued or delivered. Prior to the incorporation of defendant company, the three parties named entered into an agreement whereby it was agreed that “whenever the capital stock is issued to Second Party (Florence L. Barnes) under a permit from the Cor-, poration Commissioner, Second Party agrees to forthwith transfer to each of the First Parties (Irving and Dignowity) or…