CONSTITUTIONAL LAW. See Corporation, 7, 8; Criminal Law, 24-26; Intoxicating Liquors, 6, 7, 11. CONTRACT. 1. ACTION ON WRITTEN CONTRACT TO TILE ROOF-PAROL EVIDENCE.-In an action on a written contract to tile a roof with "No. 2 Mission Tile," which imports red tile of a certain kind and quality, but not indicating any particular shade of red, evidence of a prior or contemporaneous oral agreement that the tile used should be of the same shade of red color as that used in certain other buildings, was clearly inadmissible, as an attempt to vary and modify the terms of a written agreement by parol. (Gladding, McBean & Company v. Montgomery, 276.) 2. WRITTEN CONTRACT SUPERSEDING PRIOR NEGOTIATIONS.-The execution of a contract in writing, whether the law requires it to be written or not, supersedes all the negotiations or stipulations concerning its matter which preceded or accompanied the execution of the instrument, under the terms of section 1625 of the Civil Code. It is held that the parol evidence relied upon clearly contravened the provisions of that section. (Id.) 3. PAROL AGREEMENT AS TO SHADE OF COLOR NOT INDEPENDENT AND COLLATERAL. Any prior or contemporaneous parol agreement as to the shade of color of the red tile to be used, cannot be sustained as an independent collateral agreement. (Id.) 4. WRITTEN CONTRACT NOT ALTERABLE BY UNEXECUTED ORAL CONTRACT. A contract in writing may be altered by a contract in writing or by an executed oral agreement and not otherwise. An unperformed oral agreement that, if the tile used in the roof was not satisfactory, the plaintiff would remove it and replace it with tile of the desired color, cannot have the effect to alter the written contract, and it is not enforceable under section 1698 of the Civil Code. (Id.) 5. STIPULATION TO PERFORM TO SATISFACTION OF ONE PARTY.-A stipulation in a contract to perform to the satisfaction of one of the parties only calls for such performance as would be satisfactory to a reasonable person. (Id.) 6. ACTION FOR LEGAL SERVICES-Alleged BREACH OF WRITTEN CONTRACT FOR ONE THOUSAND FIVE HUNDRED DOLLARS-TRIAL-FINDINGS AND JUDGMENT FOR ONE THOUSAND DOLLARS-APPEAL ON JUDGMENT-ROLL PRESUMPTION.-In an action to recover the sum of one thousand five hundred dollars, as alleged damages for the breach of a written contract to pay that sum for legal services, where an answer was filed, and a trial had, and the findings and judgment were for the sum of one thousand dollars, and the complaint did not aver nonpayment of the alleged damages, it is held, upon an appeal by the plaintiff on the judgment-roll, that the court having CONTRACT (Continued). found as a fact that the amount of the damages was the sum of one thousand dollars, it must be presumed that there was evidence to support the finding, as a basis for the conclusion that only that part of the amount agreed to be paid had accrued as damages. (Newmire v. Ford, 337.) 7. MEASURE OF DAMAGES BASED UPON COMPLAINT.-In such action for breach of the alleged written contract to pay the sum of one thousand five hundred dollars as claimed in the complaint, the correctness of plaintiffs assertion that the amount of detriment caused by breach of contract such as the one sued upon will be deemed to be the amount due under the terms of the contract, with interest thereon, cannot be questioned, as such is the measure of damages declared by section 3302 of the Civil Code. (Id.) 8. PROPER DENIAL OF PLAINTIFF'S MOTION FOR DIFFERENT JUDGMENT. Since the findings of fact under the pleadings support the judgment as entered by the trial court, the motion of the plaintiff for a different judgment in the sum of one thousand five hundred dollars was properly denied, and upon his appeal, the order denying the same must be affirmed. (Id.) 9. ACTION UPON ALLEGED CONTRACT TO EMPLOY SCHOOL TEACHER-ABSENCE OF MEETING OF MINDS-FINDING AGAINST CONTRACT-REVIEW UPON APPEAL.-In an action upon an alleged contract by the defendants as a board of trustees of a school district to employ the plaintiff as a school teacher, to recover one year's salary thereupon, where the findings and judgment were for the defendants, it is held upon appeal by the plaintiff, that though the evidence was substantially conflicting, there was sufficient evidence to justify the finding of the court that appellant did not bring it to the knowledge of the board, that she had accepted or would accept the offer made by the board, and that there was no meeting of minds such as would effect a contract of employment. (Dougherty v. Clarke, 341.) - 10. ACTION FOR SERVICES OF ARCHITECTS--COMPLIANCE WITH CONTRACT— PREVENTION OF COMPLETE PERFORMANCE REMEDY REASONABLE COMPENSATION AND DAMAGES.-In an action for the services of architects, who prepared plans and specifications for the construction of a building, and found a builder, as stipulated, who would construct the building within the price agreed, who furnished a satisfactory bond for the performance of the contract, as required, and the architects had thus complied with the terms of their contract, but the defendant refused to permit the architects to proceed further, they are entitled to recover reasonable compensation for the services performed, and the damages arising from a prevention of complete performance. (Rousseau v. Cohn, 469.) CONTRACT (Continued). 11. STIPULATION FOR ACCEPTANCE OF PLANS AND SPECIFICATIONS IN WRITING-WAIVER - ACCEPTANCE AS SATISFACTORY - FAILURE TO COMPLAIN. Although the contract with the architects called for approval of the plans and specifications in writing, that provision was waived where the evidence shows that they were approved by the defendant as satisfactory and he wholly failed to complain thereof at any time, or upon appeal. (Id.) 12. PROVISION FOR APPROVAL OF CONTRACTOR-ARBITRARY REJECTION NOT ALLOWED OBJECTION NOT SHOWN IN RECORD.-Under a provision for the approval of the contractor by the defendant, the defendant is given no right to reject such contractor arbitrarily, where there is nothing in the record to show that the contractor was in any sense objectionable. (Id.) See Attorney at Law; Broker; Novation; Pleading, 2; Surety; CONVERSION. 1. ACTION FOR CONVERSION OF STOCK OF CORPORATION-SALE UNDER INVALID ASSESSMENT JUDGMENT FOR PAR VALUE-IMPROPER RULING -ESTOPPEL AND EVIDENCE DISALLOWED.-In an action for the conversion of the stock of a corporation sold to one of defendants, under an assessment alleged to be invalid, in which the court rendered judgment for its par value, and ruled in the action that defendants were estopped to deny that the stock was not worth its par value, and refused therein to allow the defendants to testify that the stock was worth no more than the amount of the assessment, it is held upon defendants' appeal, that there is no principle of estoppel applicable to any phase of the case, and that the court erred in disallowing defendants' offer of evidence. (Myers v. Chittyna Exploration Company, 418.) 2. MEASURE OF DAMAGES FOR CONVERSION.-In an action for the conversion of personal property, the measure of damages, under section 3336 of the Civil Code, is the value of the property at the time of the conversion, with the interest from that time, or, where the action has been prosecuted with reasonable diligence, the highest market value of the property at any time between the conversion and the verdict, without interest, at the option of the injured party; and a fair compensation for the time and money properly expended in pursuit of the property. (Id.) CORPORATION. 1. ORDINARY BUSINESS-WRITING UNDER CORPORATE SEAL NOT REQUIRED. It is not necessary that the ordinary every-day business of a corporation shall be evidenced by a writing under the seal of the corporation. (Smith v. Jaccard, 280.) CORPORATION (Continued). 2. BANKRUPTCY-EXTENT OF LIABILITY OF STOCKHOLDERS-PRO RATA SHARE AFTER EXHAUSTING ASSETS.-Where by reason of the bankruptcy of a corporation, it has wholly abandoned its business, and is unable to perform its implied obligation to its stockholders that the money contributed should be used in conducting its business, the extent to which the contract for the purchase thereof can be enforced is the pro rata share of the amount required, after exhausting the tangible assets of the bankrupt's estate. (Hunt v. Sharkey, 690.) 3. CONDITION OF ACTION ON LIABILITY OF STOCKHOLDERS—EQUITABLE DISTRIBUTION OF PRO RATA SHARE.-No action can be maintained on the liability of the stockholders in a bankrupt corporation unless the court in bankruptcy has ordered that the amount required to meet the pro rata share of any deficiency remaining should be ratably and equitably distributed among them. (Id.) 4. POWER TO TRUSTEE TO SELL ASSETS—UNAUTHORIZED ASSIGNMENT OF STOCK SUBSCRIPTIONS-WANT OF EQUITABLE ADJUSTMENT-TITLE NOT PASSED.-The trustee in bankruptcy, under power given to sell the assets of the bankrupt corporation, has no power to sell and assign the unpaid balance due upon subscriptions for shares of capital stock, so as to pass a title thereto to the assignee, which can be enforced, in the absence of a proceeding, in which the equitable liability of the subscribers is adjusted. (Id.) 5. NECESSARY ALLEGATION AND PROOF IN ACTION TO ENFORCE SUBSCRIPTIONS. The trustee of the estate of a bankrupt corporation cannot enforce payment of the stockholders' liability upon unpaid subscriptions for its capital stock, unless it be made to appear by both allegation and proof that an assessment has been made by the proper court, or under its direction, ratably distributing the liability of the bankrupt estate among the subscribers to its stock. (Id.) 6. NONSUIT BASED ON INSUFFICIENT COMPLAINT WANT OF PROOF SHOWN BY RECORD-COMPLAINT NOT AMENDABLE-NECESSARY JUDGMENT FOR DEFENDANT-FORM NOT PREJUDICIAL.-Where a nonsuit was based on an insufficient complaint, instead of a failure of proof, and a want of proof is shown by the record, and the complaint was not amendable, and there could be no possible judgment except for the defendant, the form of the nonsuit resulting in a dismissal of the action is without prejudice. (Id.) 7. ISSUANCE OF STOCK OR BONDS-CONSIDERATION-CONSTRUCTION OF CONSTITUTION. The provision of section 11 of article XII of the constitution that: "No corporation shall issue stock or bonds, except for money paid, labor done, or property actually received," does not mean that the consideration so expressed should be of equal value with the stock issued, so long as the transaction is a real one, CORPORATION (Continued). based upon a present consideration, and having reference to legitimate corporate purposes, and tending to redound to the benefit of the corporation, and is not a mere device to evade the law and accomplish that which is forbidden. (California Trona Company v. Wilkinson, 694.) 8. PURPOSE OF PROVISION OF CONSTITUTION.-The purpose of such provision of the constitution is to preserve at all times the property of the corporation, and protect the rights of the creditors and stockholders thereof, and to prevent the stock from being transferred or disposed of without a sufficient consideration either in money or property or labor performed for it. (Id.) 9. QUESTION OF ADEQUACY AND INADEQUACY OF CONSIDERATION.Though the creditors might complain of an inadequate consideration, neither the corporation nor its stockholders can complain thereof; and if there is shown to be any consideration for the issuance by the corporation plaintiff of its stock, though inadequate, viewed from the standpoint of value, such transaction cannot be assailed by the corporation or its stockholders. But it is held that the facts disclosed clearly show that the plaintiff corporation received under the circumstances, under which its stock was issued to the defendant, an adequate consideration. (Id.) 10. CONSIDERATION FOR STOCK-LARGE LOAN TO PLAINTIFF FOR DEVELOPMENT OF UNDEVELOPED MINES-MORTGAGE-STOCK AS "ADDITIONAL PROFIT" FOR ADVANCES.-It can seldom, if ever, be said that the capital stock of a mining corporation whose properties are undeveloped is worth its par value. It cannot be said that the stock of the plaintiff at the time of the transaction was worth any where near such value, but its value then was purely tentative and problematical, and where it made application to defendant for a large loan of fifty thousand dollars, which in the outcome exceeded seventyfive thousand dollars, secured by mortgage at six per cent, in consideration of which the stock in question was issued by plaintiff to defendant as "additional profit" for such advances, as an inducement to such loan, the consideration for the stock is sufficient. (Id.) 11. MANDATES OF CONSTITUTION JUSTIFIED AS TO STOCK SO ISSUED. Under the circumstances so appearing, it is apparent that the stock so issued was an inducement to the loan requested by the plaintiff and granted by the defendant, without which the loan might not have been made; and that its issuance complied with the mandates of the constitution, and could not be assailed for fraud. It is clear that the stock was issued for a valuable consideration in the form of money and for the purposes of the corporation issuing it, and that is all that is required by the provisions of section 11 of article |