Royal Consol. Mining Co. v. Royal Consol. Mines (Cal.) Co.

On the ninth day of February, 1898, Royal Consolidated Mining Company, a corporation (designated in this opinion as the “vendor” or the “California corporation”), entered into a written contract with J. C. Kemp Van Ee for the sale by it to him of certain mining properties in Calaveras County. The terms of the contract, which will be set out at greater length hereafter, provided for the incorporation by the purchaser of a company under the Joint Stock Companies Acts of Great Britain, for the purpose of acquiring the properties. Such company, the Royal Consolidated Mines (California) Company Limited (which will be referred to by us as the “British corporation”) was formed, and title to the properties in question became vested in it. In 1902 this corporation executed, or attempted to execute, to Frederick' Rheinwald Bullock, William Bryson Butler, and John Thomas Hod-son, as trustees, an instrument purporting to convey said properties to the trustees as security for the payment of seventy-five thousand pounds of debenture stock to be issued by the corporation (and in fact subsequently issued by it) to persons lending money on the faith of such debentures. Pending this action,…