239 P. 415 | Cal. Ct. App. | 1925
[EDITORS' NOTE: THIS PAGE CONTAINS HEADNOTES. HEADNOTES ARE NOT AN OFFICIAL PRODUCT OF THE COURT, THEREFORE THEY ARE NOT DISPLAYED.] *116 Petition for writ of prohibition against the Superior Court of the County of Kings and the Honorable K. Van Zante, Judge of said Court, directing them to desist and refrain from further proceedings as to the first two causes of action in a certain action pending in said Court. Said action, in so far as said two causes of action are concerned, was instituted under sections 312 and 315 of the Civil Code, to set aside an election of certain of the petitioners herein as directors of the Elberta Oil Company, which said company it is alleged in said complaint is a corporation organized, existing and doing business under the laws of the state of California, with its principal place of business in the city of Fresno, in the county of Fresno, in this state. The third cause of action involved the legality of an assessment levied by the board of directors of said company, but this proceeding is in no way directed against the action of said Superior Court as to said third cause of action. No further reference will therefore be made to said third cause of action. It appears from said complaint that at the time said action was instituted in the said county of Kings, to wit, on March 4, 1925, another action substantially, if not identically, like it, excepting as to the parties plaintiff, was then pending in the superior court of the county of Fresno, this latter action having been instituted on February 10, 1925. The plaintiffs in said action filed in the county of Kings were alleged to be stockholders of said Elberta Oil Company, as were also the plaintiffs in the action instituted in the county of Fresno, but the plaintiffs in the one case were entirely different stockholders from those who were plaintiffs in the other. In the Kings County case the court issued a temporary *117 injunction against all of the petitioners herein, directing them to absolutely desist and refrain from the management and control of said corporation, and from acting as the directors or officers of said company, and from doing or attempting to do or perform any act or acts as directors, secretary, or officers of said corporation, excepting to pay certain taxes, rent, labor bills and insurance premiums.
The respondents have appeared herein and filed a demurrer and answer to said petition. The demurrer is both general and special, and also raises the question of the court's jurisdiction. The only argument, however, presented by respondents in support of their demurrer has been made in behalf of their general demurrer. We will assume, therefore, that respondents do not seriously rely upon their special demurrer, and that they do not seriously question the jurisdiction of this court to entertain this proceeding.
It is contended in support of the general demurrer that the petition herein fails to show that the Superior Court of Kings County has not jurisdiction of the action set forth in the first two causes of action in the complaint thereof. In other words, respondents' position is that the Superior Court of Kings County has jurisdiction over said action instituted therein for the purpose of setting aside an election of a board of directors of a corporation, even though said election of said board of directors was not held in said county. Section 312 of the Civil Code, after providing that at all elections had for any purpose in corporations formed for profit there must be a majority of the subscribed capital stock represented, further provides that "Any vote or election had otherwise than in accordance with the provisions of this article is voidable at the instance of absent or any stockholders or members, and may be set aside by petition to the superior court of the county where the same is held." Section 315 of the Civil Code is as follows: "Upon the application of any person or body corporate aggrieved by any election held by any corporate body, the superior court of the county in which such election is held must proceed forthwith to hear the allegations and proofs of the parties, or otherwise inquire into the matters of complaint, and thereupon confirm the election, order a new one, or direct such other relief in the premises as accords with right and justice. *118
"Upon filing the petition, and before any further proceedings are had under this section, five days' notice of the hearing must be given, under the direction of the court or the judge thereof, to the adverse party, or those to be affected thereby."
Prior to the enactment of these sections of the code, or of legislation similar thereto, the only method of setting aside an election of directors at a stockholders' meeting was by quowarranto proceedings, instituted in the name of the people of the state. (Whitehead v. Sweet,
[3] It is further argued, however, by respondents that under section 16 of article XII of the constitution they were authorized to institute their action in the Superior Court of Kings County, subject to the right of said Court to change the place of trial to the proper county. This section of the constitution undoubtedly refers to personal or transitory actions against corporations, and has no reference to local actions or to actions where either the constitution or the statute has clothed certain courts with exclusive jurisdiction over the subject matter of such actions. All the cases cited by respondents in support of their last contention are actions based upon mere money demands against a corporation, and in none of these actions was there any statutory or constitutional provision for the institution of actions of such character in any particular court of the state. Two of the cases upon which respondents rely areTrezevant v. Strong Co.,
[4] Respondents further claim that the action instituted by them in the Superior Court of Kings County was a special proceeding provided by the statute, and that under section 5, article VI of the constitution, the superior court is given general jurisdiction "over all such special cases and proceedings as are not otherwise provided for." Respondents argue that the jurisdiction of the superior court to entertain an action brought under section 315 of the Civil Code is provided for in the above section of the constitution, and that it is not within the power of the legislature to limit this jurisdiction in any manner. By this same section of the constitution jurisdiction is conferred upon the superior court, "in all criminal matters amounting to a felony." Respondents will hardly contend that under this constitutional provision an accused charged with a felony could be prosecuted in any superior court of this state in the face of section
Respondents further contend that, even conceding that the Superior Court of Kings County has no jurisdiction over said action, in so far as the first two causes of action of the complaint are concerned, still petitioners' application for a writ of prohibition should be denied, as they have a plain, speedy and adequate remedy in the ordinary course of law by an appeal. Respondents rely in support of this claim, in the main, upon the case of Greenberg v. Superior Court,
We conclude, therefore, that the petition alleges facts sufficient to entitle petitioners, provided said facts are true, to the writ as prayed for. The demurrer, therefore, of respondents is hereby overruled.
The answer filed herein raises a number of issues of fact, which must be determined before this matter can be finally disposed of. Therefore the parties hereto are given twenty days within which to file a stipulation of the facts herein. If, however, they are unable to agree as to said facts, within said time, then an order will be made by this court appointing a referee to take the testimony of the parties hereto and report the same to this court.
Conrey, P.J., concurred. *125