P. B. HEWLETT, Appellant, v. SIMON EPSTEIN et al., Respondents

[Department Two. February 20, 1883.] P. B. HEWLETT, Appellant, v. SIMON EPSTEIN et al., Respondents. Corporation—Directors—Pleading.—In an action against the directors of a mining corporation for failing to make and cause to be posted monthly statements of the receipts, expenditures, and liabilities of the corporation, as required by the Act of the 23d of April, 1880, it must be alleged in the complaint that money had in fact been received and liabilities incurred. An allegation that the directors pretended to have received large sums of money and incurred large liabilities is not sufficient. It should also be alleged that the corporation has an office or place of business. Constitutional Law.—The act in question is not in violation of the Constitution. Appeal from a judgment of the Superior Court of the city and county of San Francisco. The defendants were directors of the Henrietta Gravel Mining Company, a corporation organized for mining purposes, and the plaintiff was a stockholder. The act under which the suit was brought will be found in the Statutes of 1880, p. 400. H. C. Firebaugh, for Appellant. Van Dyke & Powell, for Respondent. [MAJORITY — Per Curiam.] Per Curiam. The order of the court sustaining the demurrer in this case must be affirmed. The averment in the complaint that the “defendants as directors of said corporation pretended to have received and expended in the name of, and on behalf of said corporation large sums of money, and incurred large liabilities,” is not sufficient. The averment should have been that they did in fact receive money and incur liability, and the averment in the complaint is not the equivalent thereof. We would suggest that it would be well for the pleader in an action of this character to set forth the fact that the mining company of which the defendants are the directors had an office or place of business where the itemized account of the affairs of the company should have been posted. We are of opinion that the act in question is not in violation of any provision of the Constitution. Judgment and order affirmed.