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De Jure and De Facto Officers.-Service on a de jure president, who had ceased to act, but had never resigned or been removed, and while another person was regarded as president and acted as president de facto, is sufficient to give the court jurisdiction, although service on the de facto president might have been good. (Eel River N. Co. v. Struver, 41 Cal. 618.)

Insufficiency Service.-Service on corporation must be made on the officer designated by statute and the return must so show. (Aiken v. Mariposa M. Co., 6 Cal, 186; O'Brien v. Shaw's Flat etc. Co., 10 Cal. 343; Kennedy v. Hibernia Sav. etc. Soc., 38 Cal. 151; Blanc v. Paymaster etc. Co., 95 Cal. 531, 29 Am. St. Rep. 154, 30 Pac. 760.)

Service of a writ of attachment on corporation can be made only on the officers prescribed by statute, and a clerk in a store who has the custody of the money and keeps the accounts of the men employed by the corporation is not a managing agent or cashier within section 411 of the Code of Civil Procedure. (Blanc v. Paymaster Min. Co., 95 Cal. 524, 29 Am. St. Rep. 149, 30 Pac. 765.)

Where an action is brought against a corporation alleged in the complaint to be domestic, and the return of the service of summons, which recites that the defendant is a foreign corporation, is insufficient to show a valid service upon a domestic corporation, the clerk is justified in refusing to enter default for failure to answer. (Elder v. Grunsky, 127 Cal. 67, 59 Pac. 300.)

Service of summons in an action brought against a California corporation in another state upon an ex-agent of the corporation confers no jurisdiction, and a judgment based on such service cannot create a cause of action against the corporation in this state. (Eureka Mercantile Co. v. Cal. Ins. Co., 130 Cal. 153, 62 Pac. 393.)

Injunction-Service of.-May be made by leaving agent designated to receive service of process a copy of writ showing original and explaining its contents and delivering to him a copy of the complaint. (Eureka etc. Co. v. Superior Court, 66 Cal. 311, 5 Pac. 490. To same effect: Foley v. Foley, 120 Cal. 39, 65 Am. St. Rep. 151, 52 Pac. 122; Bates v. International Co., 84 Fed. 525.)

Order to Show Cause-Service on Attorney.-Order to show cause why a corporation should not be punished for contempt in violating an injunction may be served on attorney for corporation in the injunction suit when its managing agents conceal themselves for the purpose of avoiding service. (Eureka etc. Co. v. Superior Court, 66 Cal. 311, 5 Pac. 490.)

TITLE VI.

CHAPTER VI.

VERIFICATION OF PLEADINGS.

§ 446. Verification of pleadings.

VERIFICATION OF PLEADINGS.

Sec. 446, C. C. P. Every pleading must be subscribed by the party or his attorney; and when the complaint is verified, or when the state, or any officer of the state, in his official capacity, is plaintiff, the answer must be verified, unless an admission of the truth of the complaint might subject the party to a criminal prosecution, or, unless an officer of the state, in his official capacity, is defendant. In all cases of a verification of a pleading, the affidavit of the party must state that the same is true of his own knowledge, except as to the matters which are therein stated on his information or belief, and as to those matters that he believes it to be true; and where a pleading is verified, it must be by the affidavit of a party, unless the parties are absent from the county, where the attorney resides, or from some cause unable to verify it, or the facts are within the knowledge of his attorney or other person verifying the same. When the pleading is verified by the attorney, or any other person except one of the parties, he must set forth in the affidavit the reasons why it is not made by one of the parties. When a corporation is a party, the verification may be made by any officer thereof. En. March 11, 1872.

Legislative History.

The requirement of this section that the pleadings of a corporation be verified by any officer thereof is based on section 52 of the practice act of 1857, page 51, amended 1860, page 299, and 1862, page 562.

Section Cited.

The section is cited as to verification by corporations in the following cases: In re Close, 106 Cal. 579, 39 Pac. 1067; McDermont v. Anaheim etc. Water Co., 124 Cal. 115, 56 Pac. 779; Columbia Screw Co. v. Warner Lock Co., 138 Cal. 447, 71 Pac. 498.

Annotation.

Verification. The verification of a petition by three persons, one of whom swears that he is a vice-president of a corporation named

as one of the petitioners, sufficiently shows a verification by an officer of the corporation as required by this section. (In re Close, 106 Cal. 574, 39 Pac. 1606.)

Insufficient Affidavit.-Where complaint was not verified, an af fidavit by an attorney for the plaintiff corporation, showing that all the facts stated therein concerning the indebtedness sued on are stated upon information received by him from the plaintiff, shows no cause of action, and the order of publication of summons and the publication based on such affidavit are void. (Columbia Screw

Co. v. Warner Lock Co., 138 Cal. 445, 71 Pac. 498.)

TITLE VII.

CHAPTER III.

INJUNCTION.

§ 531. Injunction to suspend business of a corporation, how and by whom granted.

INJUNCTION TO SUSPEND BUSINESS OF A CORPORATION, HOW AND BY WHOM GRANTED.

Sec. 531, C. C. P. An injunction to suspend the general and ordinary business of a corporation cannot be granted except by the court or a judge thereof; nor can it be granted without due. notice of the application therefor to the proper officers or managing agent of the corporation, except when the people of this state are a party to the proceeding. En. March 11, 1872.

Legislative History.

This section is based on section 117 of the practice act of 1851, page 51, amended 1866, page 703.

Section Cited.

Golden Gate Min. Co. v. Superior Court, 65 Cal. 189, 3 Pac. 628; Hobbs v. Amador etc. Canal Co., 66 Cal. 163, 4 Pac. 147; Eureka Lake etc. Canal Co. v. Superior Court, 66 Cal. 314, 5 Pac. 490; Fischer v. Superior Court, 110 Cal. 145, 42 Pac. 561.

Annotation.

Suspension of Business.-Where the general and ordinary business of a corporation is "buying and settling mining claims or in working them," an injunction which restrains the mining operations of the corporation in a particular manner does not suspend the

general and ordinary business of the corporation within the meaning of this section. (Golden Gate etc. Co. v. Superior Court, 65 Cal.

189, 3 Pac. 628.)

The commission of an unlawful act by a corporation is not a part of its general and ordinary business within the meaning of this section, and a temporary injunction may issue to restrain such acts without notice to the corporation. (Hobbs v. Amador etc. Canal Co., 66 Cal. 161, 4 Pac. 1147; Eureka Lake etc. Canal Co. v. Superior Court, 66 Cal. 311, 5 Pac. 490.)

An injunction to restrain a corporation and its officers from withdrawing moneys deposited in certain bank in the name of the corporation, or in the name of a receiver, and from selling any of the mines of the corporation or any interest therein, does not have the effect to suspend the general and ordinary business of the corporation, and the remedy therefor is by motion in the superior court to dissolve the injunction, and an appeal from the order denying the motion; and its enforcement cannot be prevented by a writ of prohibition. (Fischer v. Superior Court, 110 Cal. 129, 42 Pac. 561.)

Notice Without Service. When officers or agents of a corporation have actual notice of an injunction against the corporation, they are bound by it although it was not served. (Golden Gate etc. Co. v. Superior Court, 65 Cal. 187, 3 Pac. 628.)

CHAPTER IV.

ATTACHMENT.

§ 541. Shares of stock and debts due defendant, how attached and disposed of.

§ 542.

How real and personal property shall be attached.

SHARES OF STOCK AND DEBTS DUE DEFENDANT, HOW ATTACHED AND DISPOSED OF.

Sec. 541, C. C. P. The rights or shares which the defendant may have in the stock of any corporation or company, together with the interest and profit thereon, and all debts due such defendant, and all other property in this state of such defendant not exempt from execution, may be attached, and if judgment be recovered, be sold to satisfy the judgment and execution. En. March 11, 1872.

Stocks or shares, how attached: Post, sec. 542, subd. 4, C. C. P.

Legislative History.

This section is based on section 124 of the practice act of 1851, page 51.

Annotation.

Attaching Shares of Stock-Garnishee.-The person in whose name a mortgagor's shares of stock stand on the books of a corporation is the only proper garnishee. (Edwards v. Beugnot, 7 Cal. 162.)

One in whose name stock, which has been assigned as security, stands, has an attachable interest therein. (Farmers' etc. Bank v. Wilson, 58 Cal. 600.)

Assignment. An assignment by delivery of certificate without transfer on books of corporation is not sufficient to defeat an attachment (Weston v. Bear River etc. Co., 5 Cal. 186, 63 Am. Dec. 117; Naglee v. Pacific Wharf Co., 20 Cal. 532; Stout v. Natoma Water Co., 9 Cal. 78; Farmers' Nat. Gold Bank v. Wilson, 58 Cal. 600); unless the purchaser under the attachment has notice of the transfer, in which case the transfer is good. (Weston v. Bear River etc. Co., 6 Cal. 425; Parrot v. Byers, 40 Cal. 425.)

HOW REAL AND PERSONAL PROPERTY SHALL BE ATTACHED.

Sec. 542, C. C. P. The sheriff to whom the writ is directed. and delivered, must execute the same without delay, and if the undertaking mentioned in section five hundred and forty be not given, as follows: . .

"4. Stocks or shares, or interest in stocks or shares, of any corporation or company, must be attached by leaving with the president, or other head of the same, or the secretary, cashier or other managing agent thereof, a copy of the writ, and a notice stating that the stock or interest of the defendant is attached, in pursuance of such writ." En. March 11, 1872. Amd. 1903, 167.

Execution sales: See sec. 688, C. C. P., post.

Legislative History.

This section is based on section 125 of the practice act of 1851, page 51, amended 1862, page 568.

Section Cited.

Subd. 4: McFall v. Buckeye etc. Assn., 122 Cal. 469, 68 Am. St. Rep. 47, 55 Pac. 253; West Coast Safety Faucet Co. v. Wulff, 133 Cal. 317, 85 Am. St. Rep. 171, 65 Pac. 622.

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