Willis v. Spring Canyon Copper Co.
This text of 291 P.2d 878 (Willis v. Spring Canyon Copper Co.) is published on Counsel Stack Legal Research, covering Utah Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
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Appeal from a money judgment in favor of plaintiffs Willis against defendant Nevada corporation and its secretary, Hall, for the purchase price of corporate stock allegedly unregistered and sold in Utah in violation of Title 61-1, Utah Code Annotated 1953, plaintiff claiming return of the purchase price under the provisions of Title 61-1-25, U.C.A.1953.1 Affirmed as to defendant corporation, reversed as to defendr ant, Hall, with plaintiffs’ costs assessed against the corporation and Hall’s costs assessed against Willis.
By resolution, the corporation had authorized one Southam to sell its stock. The agency created thereby was not restricted to place or condition precedent. The record amply supports the trial court’s conclusion that the sale was made by Southam to Willis in Utah in violation of the title mentioned, and we, therefore, will not disturb the trial court’s conclusion in that respect. As to participation in or assistance by Hall in the sale, we sharply differ from the trial court, believing that he erroneously bottomed his conclusion on the unwarranted premise that the sale was not complete until-the signing and delivery of the certificate, as is evidenced by the trial court’s remarks in his memorandum decision.
Sales of stock customarily are made and become binding before certificates are issued, as evidenced by daily stockbrokers’ transactions. A corporation could condition sale of its stock on acceptance of an offer by the company, by execution and delivery of a certificate, or on any other legitimate [213]*213condition. Such was not the case here, where Southam was delegated unequivocal authority to sell, and where the conclusion is justified by the evidence that he received the price from Willis, and delivered the stock to the latter under the authority mentioned, as the trial court obviously found. When Southam received the purchase price from Willis, the sale was then complete, and the acceptance of the money by Hall and the latter’s signature on the certificate were not acts which were necessary to consummate the sale already made.
The receipt of the money by Hall, under the circumstances of this case, and his signing of the certificate being acts unnecessary to complete the sale, the only fact called to our attention by counsel for Willis in his brief, and the only possibly significant fact reflected in the record that might point to Hall’s participation in a sale, was his vote for the resolution giving Southam authority to sell the stock — a fact we have held would not constitute participation or aiding in the sale under the statute where otherwise it appeared that the officer approving the resolution took no active part in effecting the sale.2 We cap find nothing else in the record that reasonably points to Hall’s participation in this sale other than by way of approving the resolution mentioned.
The judgment against the corporation is affirmed, but the lower court is ordered to enter a judgment of no cause of action against Hall.
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Cite This Page — Counsel Stack
291 P.2d 878, 4 Utah 2d 211, 1956 Utah LEXIS 207, Counsel Stack Legal Research, https://law.counselstack.com/opinion/willis-v-spring-canyon-copper-co-utah-1956.