Russell

The facts of this case are as follows: Prior to August 17, 1887, the defendant and others signed a paper by which they agreed to and with each other that they would organize and form a corporation for the purpose of erecting and owning a hotel building in the city of San Luis Obispo, and of purchasing all real and peronal property necessary to be used in connection with the said building; that the capital stock of the said corporation should be one hundred thousand dollars, divided into one thousand shares, of the par value of one hundred dollars each; that they respectively subscribed for such number of shares of the stock of the corporation as were set after their respective names, and would pay for the same up to the par value thereof, at such times and in such manner as might be determined by the board of directors of the corporation to be thereafter chosen.

The paper then contains the following clause: “ And we further agree that whenever seventy thousand ($70,000) dollars of said capital stock has been subscribed for, a meeting shall be called for the purpose of electing a board of directors, and taking such steps as are required by law to form the said corporation, and…