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Under the Civil Code, a corporation may be organized for the purpose of purchasing, holding and selling stock in other corporations, and, in such case, the corporation has a right to purchase and hold stock in another corporation, and to vote it for purposes of consolidation. (Market St. Ry. Co. v. Hellman, 109 Cal. 571, 42 Pac. 225.)

Transfer of Franchises and Goodwill.-Franchise for a turnpike road being a personal trust it is not assignable without the consent of the granting power, either by forced sale or voluntary conveyance, and does not pass by virtue of an assignment under United States bankruptcy law to assignee in bankruptcy. (People v. Duncan, 41


, ('al. 507; Gregory v. Blanchard, 98 Cal. 313, 33 Pac. 199. Note citation: 35 Am. St. Rep. 396.)

While corporations must be formed under general laws, it can receive special privileges in the nature of a franchise by special act or may purchase or hold such franchises which may have been granted to others. (Cal. Tel. Co. v. Alta Co., 22 Cal. 398. Overruled: S. F. v. S. V. W. W., 48 Cal. 515.)

Constitutional provision that “corporations may be formed under general laws, but shall not be created by special act," does not prohibit assignment of franchise to a legally organized corporation, by persons having lawful right to exercise and transfer the same. (People v. Stanford, 77 Cal. 360, 18 Pac. 85, 19 Pac, 693. To same effect: Santa Ana Co. v. San Buenaventura, 56 Fed. 351; Los Angeles etc. Co. v. Los Angeles, 88 Fed. 740.)

Conveyance of property is not a conveyance of any franchise of the corporation. (Miner's etc. Co. v. Zellerbach, 37 Cal. 543, 99 Am. Dec. 300.)

Transfer of.-The vendor of stock in a trading corporation has no vendible interest in the goodwill of the business, and cannot transfer such goodwill; and an agreement by such vendor not to engage in a similar business in the city where the business of the corporation is carried on so long as the vendee or his successor in interest should carry on a like business therein, not being within any statutory exception, is void, as being in restraint of trade, and can. not be enforced. (Ad. Sign Co. v. Sterling, 124 Cal. 429, 71 Am. St. Rep. 94, 57 Pac. 468.)

The vendee of stock in a trading corporation brust be presumed to have known that the vendor had no vendible interest in the goodwill of the corporation, and such vendor is not estopped from denying the existence of such interest. (Ad. Sign Co. v. Sterling, 124 Cal. 429, 71 Am. St. Rep. 94, 57 Pac. 468.)

Dedication.- Where a land improvement corporation, after laying out and recording a map of a proposed townsite, held out, by itself and its agents, to the purchasers of lots in the town and to others,


that it would construct a bridge and open a public highway across the same, and such bridge was constructed and the road opened, such acts, in connection with such declarations, sufficiently show an intention to dedicate, and, upon an acceptance by the public, the dedication becomes complete. (Sussman v. San Luis Obispo, 126 Cal. 536, 59 Pac. 24.)

A deed to a corporation, though executed prior to its organization, took effect only when it was delivered to the corporation after the filing of its articles. (San Diego Gas Co. v. Frame, 137 Cal. 441, 70 l'ac. 295.)

Illegal and Fraudulent Conveyances.—If a corporation is induced by the fraudulent representations on the part of the stockholders to make a conveyance of its property, the innocent stockholders cannot maintain an action in equity to compel a conveyance to them of such portion of the property as they own of the stock of the corporation. Equity will grant release by undoing what has been done, and placing the title where it was before. (Gorhem v. Gilson, 28 Cal. 479.)

If a corporation makes an illegal contract of sale of corporation property, and the contract is fully executed, the corporation cannot recover the property sold or set aside the contract, but if the con. tract remains executory it may be set aside. (Miners' etc. Co. v. Zellerbach, 37 Cal. 543, 99 Am. Dec. 300. To same effect: People v. P. & T. C. of C., 38 Cal. 171. Note citations: 40 Am. St. Rep. 73; 51 Am. St. Rep. 154.)

A corporation to contest a sale of corporate property on the ground that it was made for an unlawful purpose must show that the party making the purchase knew of such unlawful purpose, and after the sale has been fully executed, and the property purchased by a stranger with knowledge of the execution, a corporation can. not then recover the property on the ground that the sale was for an illegal purpose. (Miners' etc. Co. v. Zellerbach, 37 Cal. 543, 99 Am. Dec. 300.)

A void conveyance of the real property of a corporation cannot be validated by parol acts of ratification and acquiescence. (Fudickar v. East Riverside etc. Dist., 109 Cal. 29, 41 Pac. 1024.)

Wills. A corporation cannot take property by will, unless it be a corporation formed for scientific, literary or solely educational purposes, unless expressly authorized by statute. (Sec. 1275, C. C. See sec. 288, C. C., ante.)

Subd. 5. Officers and Agents.—Director's powers and duties: See secs. 305, 308, 309, C. C., ante.

In General.-- Corporation may act through officers and agents, and what it may do by itself it may do by an agent. (McKiernan v. Lenzen, 56 Cal. 61; Jennings v. Bank of California, 79 Cal. 323, 12 Am. St. Rep. 145, 21 Pac. 852; Greig v. Riordan, 99 Cal. 322, 33 Fac, 913; Bates v. Coronado Beach Co., 109 Cal. 162, 41 Pae. 855.)

Agency-General Agent of Corporation-Ostensible Authority.Corporation is bound to person who deals with it through one known to have been acting as its general agent, and ostensibly acting as such when dealt with, although agency may have terminated in fact, if such person had no notice of such termination. (Swinnerton v. Development Co., 112 Cal. 375, 44 Pac. 719.)

A corporation is bound by the ostensible agency of one whom it had held out and recognized as such. (Bergtholdt v. Porter Bros. Co., 114 Cal. 681, 46 Pac. 738.)

Appointment and Authority-How Made and Conferred.— The appointment of agents may be either by previous authority or may be evidenced by acts of ratification on the part of the corporation, (Forbes v. San Rafael etc. Co., 50 Cal. 340; Sealey v. San Jose etc. Co., 59 Cal. 22; Pixley v. Western Pacific R. R. Co., 33 Cal. 183, 91 Am. Dec, 623.)

A corporation may appoint agents by deed or resolution unless forhidden by the charter. (Carey v. Philadelphia etc. Co., 33 Cal. 694. To same effect: Bergtholdt v. Porter Brass Co., 114 Cal. 688, 46 Pac. 738; Carpy v. Dowdell, 115 Cal. 683, 47 Pac. 695.)

The authority of an agent need not appear on the records of the corporation. (Tuller v. Arnold, 98 Cal. 522, 33 Pac. 445; Greig v. Riordan, 99 Cal. 316, 33 Pac. 913. To the contrary: Read v. Buffum, 79 Cal. 77.)

The authority of an agent to make contract may be inferred from his admitted relations to the corporation, or from its course of busi

(Crowley v. Genessee Mining Co., 55 Cal. 273; Allen v. Citi. zens' Steam Navigation Co., 22 Cal. 28.)

There is no presumption that acts done by officers of a corporation are within the powers conferred on the officers, where the acts are not within the powers conferred upon and usually exercised by them as part of the ordinary business of the corporation. (Mulligan v. Smith, 59 Cal. 206.)

It will be presumed, for the purposes of justice, that the authority exercised by the officers of a corporation was properly delegated to them, and that contracts made by them without authority have been ratified. (S. F. Gas Co. v. S. F., 9 Cal. 453.)

Parol testimony is admissible to prove agency unless corporation is compelled by charter to appoint agents by deed or resolution. (Carey v. Philadelphia etc. Co., 33 Cal. 693.)

In absence of common seal, or proof of authority, authority to execute conveyance can only be established by resolution of trustees entered in proper book of corporation, which should be in office of secretary. (Southern Cal. Col. Assn. v. Bustamente, 52 Cal. 192. To same effect: Schallard v. Eel River Co., 70 Cal. 146, 11 Pac. 590;


Wharf Co. v. Simpson, 77 Cal. 290, 19 Pac. 426; Vaca etc. Co. v. Mansfield, 84 Cal. 566, 24 Pac. 145; Underhill v. Santa Barbara, 93 Cal. 314, 28 Pac. 1049. Note citation: Green Co. v. Blodgett, 50 Am. St. Rep. 156.)

The appointment of agents which at common law was required to be under seal is now admitted to be valid without the corporate seal. (Crowley v. Genessee M, Co., 55 Cal. 273; Pixley v. Western Pacific R. R. Co., 33 Cal. 192, 91 Am. Dec. 623.)

The presence of the corporate seal on an instrument is prima facie evidence that it was affixed by proper authority and that the execution of the instrument was duly authorized. (Southern Cal. Assn. v. Bustamente, 52 Cal. 193; Schallard v. Eel River etc. Co., 70 Cal. 146, !] Pac. 590; Crescent City etc. Co. v. Simpson, 77 Cal. 290, 19 Pac. 426; Vaca etc. Co. v. Mansfield, 84 Cal. 566, 24 Pac. 145; Burnett F. Lyford, 93 Cal, 114, 28 Pac. 850; Underhill v. Santa Barbara Co., 92 Cal. 300, 28 Pac. 1049; Bliss v. Kaweah etc. Co., 65 Cal. 502, 4 Pac. 507; Miners' Ditch Co. v. Zellerbach, 37 Cal. 543, 99 Am. Dec. 300; Barrell v. Lake View etc. Co., 122 Cal. 129, 54 Pac, 594.)

In absence of corporate seal, or proof of facts from which the ex. istence of a resolution of authorization may be inferred, the author. ity of the officers of a corporation to execute a conveyance can only he established by resolution of trustees entered in the proper book of the corporation, which should be in the office of the secretary. (Southern Cal. etc. Assn. v. Bustamente, 52 Cal. 192; Alta etc. M. Co. v. Mining Co., 78 Cal. 633, 21 Pac. 373; Salfield v. Sutter County etc. Co., 94 Cal. 546, 29 Pac. 1105; Gribble v. Columbus etc. Co., 100 Cal. 74, 34 Pac. 527; Gashwiler v. Willis, 33 Cal. 11.)

Fiduciary Relation.-A general agent and manager of a corpora. tion is bound to act in the highest good faith, and to give to the corporation immediate information of any adverse interest which he may acquire in its property. He is not at liberty to obtain any advantage over it by concealment from its directors of the true condition of its affairs, and it is a fraud upon the corporation for him to take part in any transaction or to acquire any interest adverse to its interests without the consent of the directors given upon full knowledge of the facts. (S. F. Water Co. v. Pattee, 86 Cal. 623, 25 Pac. 135.)

Where a corporation contemplates borrowing money, and to that end authorizes the president and secretary to execute the necessary notes and mortgages, the president will not be permitted to purchase and assume the debt in the name of the firm of which he was a member and to them execute the notes and mortgage. (Davis v. Rock Creek etc. Co., 55 Cal. 359, 36 Am. Rep. 40.)

The purchase of claims against a corporation by its agent, although acting without authority in making the purchase, does not necessarily relieve the corporation of its indebtedness, but may substitute the agent in place of the original holders to the extent of the amount expended in the purchase of the claims. (Sullivan v. Triunfo etc. Co., 39 Cal. 459.)

Officers and agents of a corporation are liable to it for breaches of trust, and the courts can compel them to account for their wrongful acts. (Neall v. Hill, 16 Cal. 146, 76 Aur. Dec. 308; S. F. W. Co. v. Pattee, 86 Cal. 623, 25 Pac. 135; San Pedro etc. Co. v. Reynolds, 121 Cal. 74, 53 Pac. 410; San Joaquin Valley Bank v. Bours, 65 Cal. 247, 3 Pac. 864; Odd Fellows' Assn. V. James, 63 Cal. 598, 49 Am. Rep. 107.)

Admissions, Declarations, Notice.-A corporation is not bound by the acts or admissions of its members, unless acting by express authority. (Shay v. Tuolumne Co. etc. Co., 6 Cal. 73.)

If the president of a mining company is selected on behalf of his company to point out to others the mining ground claimed by the cor. poration, and in pointing it out states that certain ground in view is not claimed by the corporation, his declarations may be afterward offered in evidence against the corporation. (Green v. Ophir etc. Co., 45 Cal. 522.)

Statements of corporate officers, when made in scope of agency and against its interest, are admissible against corporation. (Green r. Ophir etc. Co., 45 Cal. 522.)

The declarations of a president of a corporation may be received in evidence to show that at the time the corporation purchased land it had actual notice of a mortgage on the same. (Christy v. Dana, 42 Cal. 17.)

Representations by a manager of a corporation as to the validity of mortgage in whose execution he joined do not estop the corporation to deny the validity of the mortgage, on the ground that the manager is the sole owner of the stock of the corporation, unless it be proved that he is the sole owner of the stock. Until such proof the corporation must be regarded as a separate entity, and not bound by such representations. (Relly v. Campbell, 134 Cal. 175, 66 Pac. 220.)

Officers-Admission Against Interest of Corporation.-Statement made by secretary of a corporation having charge of its business, against the interests of the corporation are admissible in evidence against the corporation. (Abbott v. Land & Water Co., 87 Cal. 323, 25 Pac. 693. To same effect: Andres v. Fry, 113 Cal. 128, 45 Pac. 534.)

Notice to an agent is constructive notice to the principal, and this rule applies to corporations as well as individuals. (Jefferson v. Hewitt, 103 Cal. 624, 37 Pac, 638.)

A corporation must be presumed to have full notice of all the facts which are known to its president affecting its interest; it is his duty, as the head of the corporation, to report the same to the trustees,

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