McMillan

McMillan v. National Wool Warehouse & Storage Co.

Good Law
28 F.2d 793·1928 U.S. App. LEXIS 2459
United States Court of Appeals for the Ninth CircuitOctober 8, 1928Nos. 5348, 5349California1,341 words

Opinion

Lead Opinion

The McMillan Sheep Company, Limited, was organized as a corporation under the laws of the state of Idaho in 1909, and the entire authorized capital stock of $100,000 was issued to Thomas McMillan. In 1910 McMillan sold and transferred $75,000 par value of the capital stock to Hugh Sproat, a nephew, and in 1917, or. 1918, the remaining $25,000 par value to two other nephews, Dave and Rex Sproat. Since the date of these transfers the three nephews have been the owners of the entire capital stock of the corporation, except one qualifying share held by a director. Hugh Sproat has been director, president, treasurer, and general manager of the corporation at all times since he became a stockholder; Dave Sproat has at all times been director and secretary; and Rex Sproat has at all times been director and vice president. At the time of the purchases the three Sproats executed their promissory notes to McMillan for the purchase price of the stock. Some time prior to the year 1921, Hugh Sproat indorsed on his individual note to McMillan the name of the sheep company; but this indorsement was made without consideration, and it does not appear that it was made with the knowledge or consent…

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