Hughes Manufacturing & Lumber Co. v. Wilcox

9 Citing cases

  1. United States Nat. Bank v. Stiller

    216 Cal. 324 (Cal. 1932)   Cited 7 times

    [2] Under section 322 of the Civil Code as it stood at the time of this transaction, a stockholder is liable for his proportionate amount of the indebtedness of the corporation not only for the stock standing in his name on the books of the company, but also for all stock owned by him which stands on the books in the name of another. ( Duke v. Huntington, 130 Cal. 272 [ 62 P. 510]; Hughes Mfg. etc. Co. v. Wilcox, 13 Cal.App. 22, 27 [ 108 P. 871, 873]; 6 Cal. Jur., sec. 384, p. 1004.) Stiller's liability, therefore, extended to his entire ownership of stock in the corporation which, as we have seen, was one-third of the entire stock outstanding.

  2. Brown v. North Ventura Road Development Co.

    216 Cal.App.2d 227 (Cal. Ct. App. 1963)   Cited 8 times

    [4] It has been held that any agreement to take stock in a corporation is a subscription. ( Hughes Mfg. Lbr. Co. v. Wilcox (1910) 13 Cal.App. 22 [ 108 P. 871].) Section 103 of the Corporations Code provides that "shareholders," "stockholders," or "holders of shares," includes a subscriber where no certificates are outstanding.

  3. Schlitz v. Thomas

    61 Cal.App. 635 (Cal. Ct. App. 1923)   Cited 9 times
    In Schlitz v. Thomas, 61 Cal.App. 635 [ 216 P. 51], the plaintiffs had guaranteed payment of a note executed by a corporation.

    While such person, "though not the owner, may be required to respond to a creditor of the corporation, such liability is based, not upon ownership, but upon grounds of estoppel to deny ownership." ( Hughes Mfg. etc. Co. v. Wilcox, 13 Cal.App. 22, 28 [ 108 P. 871, 873].) The presence of a person's name on the books of a corporation as a stockholder is in the nature of a declaration or admission that he is such. [9] To entitle plaintiffs to recover on the grounds of estoppel, it must appear that they knew of such admission at the time of payment, otherwise they could not have been misled by it ( Shean v. Cook, supra); that they were without knowledge of the sales to the corporation ( Biddle Boggs v. Merced M. Co., 14 Cal. 279); and that they "relied directly upon such admission, and will be injured by allowing its truth to be disproved."

  4. First National Bank v. De Moulin

    56 Cal.App. 313 (Cal. Ct. App. 1922)   Cited 7 times
    In First Nat. Bank v. De Moulin, 56 Cal.App. 313 [ 205 P. 92], the plaintiff was given permission at the conclusion of the trial to amend its complaint by interlineation to conform to proof as to the number of shares owned by the defendant, but failed to do so.

    In Duke v. Huntington, 130 Cal. 274 [ 62 P. 511], the court said: "Section 322 of the Civil Code makes the appellant liable for his proportionate amount of the indebtedness of the corporation, not only for the stock standing in his name upon its books, but also for all the stock of which he is the owner standing upon the books in the name of another." And in Hughes Mfg. Co. v. Wilcox, 13 Cal.App. 27, 28 [ 108 P. 871, 873], the court says: "The term 'stockholder' or 'owner,' as used in the statute, is not confined to one who appears upon the books of the corporation as such, but to the real owner, notwithstanding the fact that the stock as shown by the books appears in the name of another." (Italics ours.)

  5. Hoppe v. Rittenhouse

    279 F.2d 3 (9th Cir. 1960)   Cited 20 times

    The trustee argues that because no stock was issued to the Mortons, they remained creditors and did not become subscribers of stock; but as in most cases, their status as subscribers is determined by the intention of the parties to the agreement. Hughes Mfg. Lumber Co. v. Wilcox, 1910, 13 Cal.App. 22, 108 P. 871. Here the intention to convert notes into stock if additional capital was obtained is established by an abundance of testimony, and it is clear that the mere mechanical act of issuing stock certificates is not necessary to constitute the subscribers shareholders. Mitchell v. Beckman, 1883, 64 Cal. 117, 28 P. 110; United States Nat. Bank of Los Angeles v. Stiller, 1932, 216 Cal. 324, 14 P.2d 78; Meyer Holler v. Ramona Village, 1935, 5 Cal.App.2d 679, 43 P.2d 823, 44 P.2d 634.

  6. In re UC Lofts on 4th, LLC

    05-15409-CL7, 05-15410-CL7 (Bankr. S.D. Cal. Mar. 27, 2014)

    Specifically, the court will look to the parties' intent to determine their status as equity interest holder or creditor. See Hoppe v. Rittenhouse, 279 F.2d 3, 8 (9th Cir. 1960) (citing Hughes Mfg. & Lumber Co. v. Wilcox, 13 Cal.App. 22 (1910)). The Trustee presented only scant argument on this claim.

  7. Gladston v. McHaffie (In re UC Lofts on 4th, LLC)

    Bankruptcy Case No. 05-15409-CL7 (Bankr. S.D. Cal. Mar. 27, 2014)   Cited 1 times

    Specifically, the court will look to the parties' intent to determine their status as equity interest holder or creditor. See Hoppe v. Rittenhouse, 279 F.2d 3, 8 (9th Cir. 1960) (citing Hughes Mfg. & Lumber Co. v. Wilcox, 13 Cal. App. 22 (1910)). The Trustee presented only scant argument on this claim.

  8. Idaho Grimm Etc. Assn. v. Stroschein

    242 P. 444 (Idaho 1926)   Cited 7 times

    This principle applies with full force to subscriptions to the stock of a corporation. (2 Fletcher, Cyc. Corp., p. 1302, sec. 598; Hughes Mfg. Lbr. Co. v. Wilcox, 13 Cal.App. 22, 108 P. 871; Graves v. Saline County, 161 U.S. 359, 16 Sup. Ct. 526, 40 L. ed. 732; 6 Cal. Jur., sec. 239; 2 Elliott on Contracts, sec. 1614; 3 Elliott on Contracts, sec. 2050.) A condition precedent to the taking effect of a contract is said to be waived by the conduct of the party for whose benefit such condition is inserted in treating such contract as in effect, in spite of the breach of such condition.

  9. Chapman v. Denton

    268 S.W. 252 (Tex. Civ. App. 1924)   Cited 8 times

    It is merely evidence of ownership of an interest in the corporation. Hamilton v. Cushman, 15 Tex. Civ. App. 338, 39 S.W. 641; 26 Am. Enc. Ency. of Law (2d Ed.) 893, 898; Hughes Mfg. Co. v. Wilcox, 13 Cal.App. 22, 108 P. 871; New Albany S. Ry. Co. v. McCormick, 10 Ind. 499, 71 Am.Dec. 337. Nor it is necessary that he should have agreed in writing to take shares; he could do so verbally.