274 P. 769 | Cal. Ct. App. | 1929
In consequence of the fact that in 1907 the plaintiff corporation failed to pay its state corporation license tax its corporate charter was at that time forfeited. Six years later, without its status having been changed in any way, the then pretended corporation commenced an action against defendants in which, among other things, the corporate existence of the plaintiff was alleged. Defendants answered the complaint, but failed to deny the allegation regarding the corporate existence of the plaintiff. Thereafter judgment was rendered in said action against defendants. In 1925, some twelve years after the action was commenced, under the provisions of section
Each of the several points presented on appeal depends upon the situation presented by the fact that prior to the *462 time when the original action was commenced the corporation plaintiff had forfeited its charter. It is respondents' contention that, having lost its charter, the corporation in itself had no power whatsoever — either in the first instance to commence the action; or, secondly, to assign the judgment which it recovered against defendants; or, finally, to give notice of or to perfect an appeal from the order in question.
Appellant's contention that the act is unconstitutional in that its effect is confiscatory of the life and property of the corporation without giving it its day in court is completely answered by the case of Kaiser L. F. Co. v. Curry,
[1] That upon the forfeiture of the license of a corporation it is dead, and, consequently, rendered incapable of performing any act, is attested by a long line of authorities in this state. (See Rossi v. Caire,
In view of the foregoing evidence, we would not be justified on appeal in disturbing the implied finding of the trial court that there was no assignment of the judgment.
[2] But if it could be conceded that the attempted assignment of the judgment was legally sufficient, the procedure in perfecting the appeal was inadequate. Even assuming that under the provisions of section 385 of the Code of Civil Procedure, in an appeal arising from circumstances such as have been set forth herein, either the person in whose favor the original judgment was rendered, or his assignee, might properly be the appellant, nevertheless the situation here presented is, first, that under the authorities hereinbefore cited, as a matter of law, the corporation could not appeal, and as a matter of fact, the assignee did not do so. Although the corporation was dead, no substitution of the members of its board of directors as trustees for the defunct corporation appears to have been made in the proceedings. The notice of appeal was given in behalf of theplaintiff corporation — not by its trustees, or even by its alleged assignee. In the case of Aalwyn's Law Institute v.Martin,
[3] With reference to the status of the judgment recovered by the corporation after its existence had been legally terminated, the case of Crossman v. Vivienda Water Co.,
The contention by appellant that because the complaint in the action contained an allegation of the existence of the corporation which was not denied by the answer of the defendants, the respondents are estopped from now asserting the nonexistence of the corporation, is controverted by the several rulings in the cases last cited. In principle it should be plain that estoppel of the classification of that here under consideration would require knowledge on the part of the person claimed to be estopped of the facts upon which the estoppel depends. (10 Cal. Jur. 632; Newhall v. Western Zinc Min. Co.,
[4] It is equally clear that estoppel cannot operate as against positive law or public policy. "The doctrines of estoppel and waiver do not in general apply in transactions that are forbidden by statute or that are contrary to public policy." (Montsdoca v. Highlands B. T. Co.,
The appeal is dismissed.
Conrey, P.J., and Crail, J., pro tem., concurred.