Reid

Action to recover a sum of money paid by plaintiff on a contract of subscription for stock of a pro posed corporation; plaintiff alleging, in substance that the consideration for said payment has failed. The second count of the complaint is the common count for money had and received. Both counts relate to the same transaction. The plaintiff appeals from the judgment in favor of the defendants.

The findings, in conformity with the first two paragraphs of the complaint, state that on or about November 5, 1919, the plaintiff entered into an agreement with the defendants wherein and whereby the plaintiff agreed to buy from the defendants, and the defendants agreed to sell to the plaintiff, five hundred shares, of the par value of ten dollars each, of the common capital stock of a proposed corporation to be organized under the laws of the state of California, and the plaintiff then paid to the defendants the sum of one thousand dollars for said stock; that a copy of said contract is attached to the complaint and marked Exhibit “A.” Said Exhibit “A,” under the title “Subscription Contract,” is a document addressed to the defendants as “Syndicate Managers, Paul Getty Oil Corporation,…