Haynes

This is an action to enforce the liability of the defendants as stockholders of Manhattan Securities Company, an Arizona corporation. The liability asserted arose out of the alleged failure of Manhattan Securities Company to com ply with a contract, whereby it had agreed to purchase certain shares of the capital stock of the plaintiff.

The court entered judgment against the respective defendants, each of whom appeals from said judgment and from an order denying a new trial.

The appellants claim that the agreement between the two corporations, Provident Gold Mining Company and Manhattan Securities Company, did not bind the latter to purchase any shares of stock, but merely vested in it an option to make such purchase. But, since the taking of the present appeals, this court has had occasion, in another case, to construe the same agreement, and has held that it was a binding contract of purchase and sale. (Provident Gold Min. Co. v. Manhattan Securities Co., 168 Cal. 304 , [ 142 Pac. 884 ].)

The main question for decision is whether the defendants are liable, in accordance with .the law of California, for a proportion of this obligation of the Securities company, a corporation…