Chambers

This is an appeal by plaintiffs on the judgment-roll alone from a judgment entered in favor of the defendants. The action was one to recover from the defendants, all of whom were stockholders of the Belmore Land and Water Company, a corporation, their proportion as such stockholders of an alleged liability of such company to plaintiffs. Except for a written stipulation of the parties as to the amount of capital stock of the company and the amounts owned and held by the respective defendants, no evidence was introduced, the findings being based on such stipulation and the pleadings. The claim of plaintiffs against the corporation was one for damages which plaintiffs alleged they sustained by reason of an alleged breach of a covenant contained in a lease of certain land for farming purposes delivered by the corporation to plaintiffs. This lease was executed and delivered to plaintiffs on September 25, 1911, and was for a term of two years commencing October 2, 1911. It contained a provision reading as follows: “It is agreed by party of the first part [the corporation lessor] that he shall construct a dam across the Silver Creek and Panoche Creek, on or before December 20th, 1911,…

Concurring.—-I concur in the main opinion. I think, however, it should be said, in addition, that the statement that the date of the incurrence of the contractual obligation by a corporation is the date of the contract has reference only to those cases wherein an obligation, either absolute or contingent, is assumed by the corporation by the very making of the contract itself. This is true in the great generality of cases, but there are not infrequently cases where it is not true. Instances are not uncommon of contracts which, when made, are purely unilateral and under which one of the parties assumes no obligation whatever until the happening of some event entirely within the control of such party. An example is where a contract is made to sell upon certain fixed terms such specified goods or articles as the vendee may subsequently order. Under such a contract no obligation is incurred by the vendee until an order for the goods is given, and if the vendee is a corporation, the statute of limitations as to the liability of its stockholders for the price of the goods will begin to run from the date of the order and not from the date of the original contract.