Flagg v. Sloane

Summary

The California Court of Appeal affirmed the judgment in favor of O. E. Darnall and Ed Fletcher, Jr., in an action seeking recovery of an unpaid purchase price for shares of a bankrupt corporation. The court held that the stock remained issued in the name of R. L. Stewart and had not been transferred, and it relied on its prior decision affirming the judgment as to defendant Sloane.

Holdings

1. When an appeal is taken on the judgment roll alone, the appellate court must presume that the trial court's findings of fact are supported by the evidence.
2. The participation agreement did not establish an enforceable stock interest in Darnall or Fletcher where the stock remained issued in Stewart's name, was never transferred, and the corporation commissioner's permit prohibited Stewart from giving another person an interest in it; the judgment was therefore affirmed as to Darnall and Fletcher.

Questions Presented

1. Whether the judgment should be affirmed when the appeal was taken on the judgment roll alone.
2. Whether Darnall and Fletcher acquired an enforceable interest in the stock through the participation agreement despite the absence of a permitted transfer.

Disposition

affirmed