Moore

These are consolidated appeals by Moore, as trustee in bankruptcy of the estate of Sassy Jane Manufacturing Company, a garment manufacturing corporation, bankrupt, from an order of the District Court reversing an order of the referee disallowing claims of Victor H. Levy and of Arthur W. Kelley, assignee of the claim of Sidney Chaplin.

The facts as found by the referee are as follows: Before incorporation of the bankrupt corporation one Juno Rand carried on a garment making business in Los Angeles under the trade-name of Sassy Jane. In 1917, and pursuant to an agreement made prior to incorporation, Sidney Chaplin, Victor H. Levy, and Juno Rand incorporated the Sassy Jane Manufacturing Company to which June Rand conveyed her business for *56 which the company issued 50 per cent, of its capital stock, and, for cash paid in, issued to Chaplin 25 per cent, of stock and a like amount to Levy. The three persons named were the only ones interested in the business and the only stockholders and the only officers and directors. Rand was president, Levy secretary, and Chaplin treasurer. Later on the corporation needed funds for enlarging and carrying on its business, and Levy and Chaplin…