275 P. 253 | Cal. Ct. App. | 1929
This is a proceeding commenced in the superior court asking a review of the action of the Corporation Commissioner in denying plaintiff's application for a permit to issue securities within the state of California. The court below issued its order directing that the proceedings be brought before it for review, and, after a hearing, the said court made and entered its judgment dismissing the writ of review and affirming the action of defendant Corporation Commissioner. Plaintiff prosecutes the appeal. The *14
record before the court below and the record before us consists of the petition for review, the application for a permit and the order of the Corporation Commissioner denying the said application and refusing the permit sought. The proceeding is novel. The petitioner contends at the outset that it does not issue, nor does it intend to issue, securities within the meaning of the Corporate Securities Act. That, although its business does not fall within the scope of the Corporate Securities Act, plaintiff filed an application for a permit to issue securities. If this is true, then the Corporation Commissioner was not authorized to issue the permit sought. The plaintiff argues in the appeal, to the same effect as in the court below, that as a matter of law the Corporation Commissioner has no power either to grant the permit or to refuse it. The theory seems to be that while the plaintiff does not require any permit authorizing it to issue the securities or certificates in question, nevertheless it fears that if it has no permit, and proceeds with the business in hand, the Corporation Commissioner will cause the officers and agents of the plaintiff corporation to be prosecuted for violation of the Corporate Securities Act. [1] In other words, though the pleadings are not so framed, the plaintiff seeks, in a measure, declaratory relief. Plainly, he asks the courts to determine, in the first instance, whether or not the securities it desires to issue are such as bring them within the scope of the Corporate Securities Act. We decline to take up the question. There is nothing of particular public interest involved. There is nothing before us to show that there is any actual or other dispute concerning the character of the securities for the issuance of which a permit is sought, nor is there any showing of interference by any person or agency of the state. The plaintiff corporation voluntarily submitted the application to the Corporation Commissioner, and that officer refused to issue the permit as applied for, or otherwise or at all. It would be a rather novel situation if every person who might devise a scheme to secure money from the public would first go to the courts and, under guise of declaratory relief, pass up to the courts the duty of analyzing each proposal or scheme and pointing out those which might come under the supervision of the Corporation Commissioner and those that would not. [2] Therefore, we hold that the only question *15
before us on this appeal is in the action of the Corporation Commissioner. Plaintiff applied for a permit to make contracts and issue certificates in the forms and denominations set out at length and appended to the application. The nature of the corporation's business and the plan of its operation are fully set out in the case of Hayden Plan Co. v. Wood, ante, p. 1 [
Judgment affirmed.
Knight, Acting P.J., and Cashin, J., concurred.
A petition for a rehearing of this cause was denied by the District Court of Appeal on March 18, 1929, and a petition by appellant to have the cause heard in the Supreme Court, after judgment in the District Court of Appeal, was denied by the Supreme Court on April 15, 1929.
All the Justices concurred. *17