Keller

This appeal concerns one case of several related cases that arose out of the financial failure of the business known as the La Jolla Garage. Four of the cases were consolidated for trial, but this is the only case being appealed.

In his amended complaint plaintiff and appellant sought *382 recovery on a count of rescission for fraud; rescission for breach of contract; damages for money advanced and on the common count. Simply stated, he seeks to recover money paid by him for stock in the La Jolla Garage, which stock he alleges to be void.

It appears that in 1954, defendants Dallas and King owned an automobile sales and service business known as Waldman Motors Company. This was a copartnership, Dallas owning 70 per cent and King 30 per cent. They incorporated the business, and it was thereafter known as La Jolla Garage. On September 30, 1954, they held a directors’ meeting to consider the matter of making an application for the issuance of shares of stock. At this meeting they discussed the value of the partnership assets which were to be transferred to the corporation in exchange for stock.

During the time they had been operating as a partnership they were required, under their…