Procedural Posture

Defendant corporate officer appealed a judgment from the Superior Court of Los Angeles County (California), which found in favor of plaintiff stock purchasers in their action to recover money paid under a contract for the purchase of shares of stock, after notice of rescission and tender of consideration was received.

Overview

The officer went from California to Arizona, to sell shares of stock to the purchasers. The officer knew at the time that a permit to issue shares had been secured only in California, and not in Arizona. A subscription agreement was signed, for 252, with the privilege on the part of purchasers of cancellation of 100 shares. A month later the purchasers wrote to the officer to cancel the remaining 100 shares, and on receipt of that letter the corporation forwarded a certificate for 152 shares. Some time later, the purchasers discovered that the corporation had no permit for Arizona, and they successfully filed an action to recover money paid under the contract after notice of rescission and tender of consideration was received. The officer appealed contending that the letter requesting cancellation of the 100 shares, and the reply, constituted a new contract which was made in California, the place of mailing the acceptance. The court affirmed the judgment. The exercise of the option to cancel the shares was not the making of an entirely new subscription contract. The officer having knowingly obtained money from the purchaser under a void contract, was liable for its return.

Outcome: paga statute of limitations

The judgment was affirmed.

Procedural Posture

Plaintiff vendor filed a breach of contract action against defendant vendees to recover proceeds from the sale of certain stock and attorney fees incurred in bringing the action. The Superior Court of Santa Clara County (California) entered a judgment for the vendor and an order denying a new trial. The vendees appealed from the order denying a new trial.

Overview

The vendor entered into a written agreement with the vendees regarding the sale of certain stock. The vendees alleged that the contract was cancelled by an oral agreement between the parties. The vendor contended that the notice of intent to move for a new trial was deficient because the notice was directed to the judgment and not the trial court's decision. The court held that the notice was sufficient because it stated that it was for a motion for a new trial, which was all that was required by Cal. Code Civ. Proc. § 657. The vendees contended that the measure of damages was incorrect because the vendor did not deliver the stock. The vendees claimed that the damages should have been the amount due from the vendees over the value of the stock to the seller and that there was no proof of the value of the stock. The court held that it could not consider the issue raised because the vendees were appealing from the order denying a new trial and not from the judgment. Finally, the court held that there was sufficient evidence that the vendor tendered the stock but that the vendees refused the tender.

Outcome

The court affirmed the order.