29 Cal. 124 | Cal. | 1865
Lead Opinion
We pass the question as to the right of the defendant tó prove the title to the Sandy Gulch or Harris Ditch, to be outstanding in the Bunker Hill Canal and Mining Company alleged by the defendant to be a corporation, for the reason that in our judgment the evidence fails to establish the existence of any such corporation. The certificate offered in evidence for the purpose of proving the existence of such a corporation fails to comply with the provisions of the Act under which the alleged corporation was attempted to be formed, in an essential particular rendering it null and void. That Act prescribes with particularity the terms and conditions upon which persons seeking its benefits, and their successors, may become a body politic and corporate, and there must be at least a substantial compliance with each and all of those conditions before the corporation can 'be considered in esse. (Mokelumne Hill Mining Company v. Woodbury, 14 Cal. 424.)
Essentials of a certificate of incorporation.
By the express terms of the statute the certificate of incorporation must state the following particulars:
1. The corporate name; 2. The objects for which the corporation is formed; 3. The amount of its capital stock; 4. The term of its existence, not to exceed fifty years; 5. The number of shares into which the stock is divided; 6. The number of trustees and the names of those who are to manage the affairs of the corporation for the first three months; 7. The names of the city or town and county in which the principal place of business is to be located. With the last of the foregoing provisions of the statute, the certificate in question fails to show a substantial compliance. All that is stated in the certificate in that respect is as follows : “ The operations of the company are to be carried on in the County of Cala
In view of the judgment of nonsuit the order dissolving the injunction was proper; the latter followed the former as a matter of course. Upon the return of the case to the Court below the plaintiff will be entitled to a renewal of the injunction upon a proper application.
Judgment reversed and cause remanded for further proceedings.
Concurrence Opinion
Plaintiff relied for recovery on an actual prior possession for a long period of time, and under the well settled rule in this State, all the evidence of the defendant relating to the corporation was irrelevant and inadmissible. (Bird v. Lisbro, 9 Cal. 1; Hubbard v. Barry, 21 Cal. 325; Richardson v. McNulty, 24 Cal. 347, 348.) On this ground, also, the judgment should be reversed.