Carlton

Respondent purchased from the appellant corporation 4,500 shares of its preferred stock under an agreement which he claims was subsequently breached by the corporation; thereupon he rescinded the transaction and brought this action to recover the amount paid for the stock. Judgment was entered in his favor, and the corporation appeals.

The corporation was organized in June, 1928, for the purpose of acquiring a business operated by its president, J. R. Walsh. The latter’s wife was the treasurer of the corporation, his brother was secretary, and the three constituted the board of directors. In June, 1929, the corporation advertised in a newspaper for a “ bookkeeper for secretaryship”. Continuing, the advertisement read: “ . . . successful moderate-sized wholesale firm; invest $5000; salary $225 and share profits. Reply in detail to Box 15,560 . . . ” Respondent, being a man of some business experience, having been employed by another corporation for several years as bookkeeper and paymaster, and later for some ten years as representative on the Pacific Coast for the United States Shipping Board, responded to said advertisement, and after several conferences with Walsh, and in June,…