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the confidence of his client, even though in its ultimate result the transaction does not lead to a substantial financial loss on the part of the client. In order to sustain an accusation in a disbarment proceeding in a case of this character, it is not necessary to establish all of the facts with reference to the ultimate loss on the part of the client which might be necessary in an action brought by her against him for damages on account of the alleged deceit.

Our conclusions, as above stated, are sufficient to require us to sustain a judgment removing or suspending the accused from the right to practice his profession. We have to consider further only the claim that the court exceeded its authority by rendering an indefinite and uncertain judgment suspending the accused not only for one year from the date of the judgment, but also "thereafter until the claim of the accuser, Grace A. Hilborn, against said accused is fully paid." The court found that all of the allegations of the accusation are true. One of those allegations was that the four thousand shares of stock were worthless. It was also alleged, and the evidence shows without question, that the value parted with by the accuser amounted to four thousand dollars. It was held by the supreme court of California in the only decision which covers the question that in a disbarment proceeding the accused might be suspended for a period not necessarily limited as a fixed and determinate period of time, but could be for an uncertain time, subject to the right of the accused to relieve himself therefrom by making restitution of a stated amount of money which he had improperly obtained by means of his professional misconduct. (In re Tyler, 78 Cal. 307, (12 Am. St. Rep. 55, 20 Pac. 674].) In that case the record showed the amount as established by another judgment, and the judgment of suspension was not subject to attack by reason of any uncertainty in the amount which the accused was required to restore. Following that decision, we think the judgment in the case at bar should be sustained in the form in which it was entered, unless it requires to be modified on account of uncertainty in its statement of the amount of the claim of the accuser. If the evidence is sufficient to show that the stock was worthless, that amount would be four thousand dollars, with interest. The record herein shows that at some time the accuser obtained a judgment against Soale by reason of these same transactions, but that judgment

is not before the court and we do not know either its date or the amount to be recovered as specified therein. We think that the evidence in this case is insufficient to prove that the stock was worthless. That being so, the amount of the claim referred to in the judgment is not ascertained, and the abovequoted final clause thereof is too uncertain to be capable of enforcement.

It is ordered that the judgment herein be modified by striking therefrom the words, "and thereafter until the claim of the accuser, Grace A. Hilborn, against said accused is fully paid.” As thus modified the judgment is affirmed.

James, J., and Shaw, J., concurred.

(Civ. No. 1482. Third Appellate District.-July 26, 1916.) S. E. SLADE LUMBER COMPANY (a Corporation),

Respondent, v. OSCOE E. DERBY et al., Appellants. FRAUD-TRANSFER OF CORPORATE STOCK-INTENT TO DEFRAUD CREDITORS

-SUPPORT OF FINDING.--In an action by a judgment creditor to have a transfer of corporate stock made by a husband to his wife declared void on the ground that the transfer was made without consideration and at a time when the defendant was indebted to the plaintiff and to others in a large amount, a finding that the gift was made with intent to delay and defraud creditors is supported by evidence that the defendant owned one-third of the stock of the corporation, that the year before the transfer the corporation lost one-third of the amount for which it was capitalized, and that the defendant, fully aware of the financial condition of the corporation, a few months before the transfer offered to plaintiff all his

stock if plaintiff would assume his liabilities thereon. ID.-TRANSFER WITH INTENT TO DEFRAUD-INSOLVENCY IMMATERIAL.

A solvent person may transfer property with intent to binder his

creditors, as well as one who is insolvent. ID. EVIDENCE OF FRAUD.-The question whether a conveyance is in fraud

of the rights of a creditor is one of fact, and it can only be inferred

in most cases from all the attending facts and circumstances. ID. JUDGMENT AND EXECUTION-ADMISSION IN EVIDENCE.—In an action

by a judgment creditor to set aside a transfer on the ground of fraud, it is not error to admit in evidence the judgment, and writs of execution in the action in which the judgment was obtained, as it

is necessary to enable such a creditor to maintain the action for him to show that he was a judgment creditor and that he had ex

hausted his legal remedies to obtain satisfaction of the judgment. ID.-ADMISSION OF EVIDENCE-LIBERAL RULE.-In an action to set aside

transfers on the ground of fraud, great latitude should be allowed in the admission of circumstantial evidence, and objections to questions on the ground of irrelevancy are not favored.

APPEAL from a judgment of the Superior Court of Alameda County, and from an order denying a new trial. Will. iam H. Waste, Judge.

The facts are stated in the opinion of the court.

Oliver Ellsworth, and Snook & Church, for Appellants.

Corbett & Selby, and Fitzgerald, Abbott & Beardsley, for Respondent.

ELLISON, J., pro tem.—The plaintiff, as a judgment creditor of the defendant, Oscoe E. Derby, brought this suit in equity to have declared void a transfer of 99 shares of the capital stock of the Derby Estate Company (a corporation), made by said Oscoe E. Derby to his wife, the defendant Mary L. Derby. As grounds for the relief asked the plaintiff alleged that said transfer was made without consideration, at a time when the defendant Oscoe was indebted to the plaintiff in a large amount, and to others; that the gift of the shares of stock in said corporation was made by said defendant Oscoe to his wife for the purpose of and with the intent to hinder and defraud his creditors and particularly this plaintiff, in contemplation of insolvency and while the said defendant was insolvent. The findings of the trial court were in accordance with the allegations of the complaint, and a decree was given and made declaring said transfer to be void as to the plaintiff creditor, and said 99 shares of the capital stock of the Derby Estate Company subject to the payment of the plaintiff's judgment. The appeal is from the judgment and also from an order denying a motion for a new trial. For brevity, the defendant Oscoe E. Derby will be referred to as the defendant.

The principal point relied upon by appellants for a reversal is the claim made that the findings of the court are not supported by the evidence. The record is quite large, and it is

impossible, in an opinion of reasonable length, to review all the testimony. The following salient facts may be stated in narrative form and give a general impression of the situation: In the year 1883 one E. M. Derby, the father of the defendant, died. After the settlement of his estate in the probate court, and in the year 1890, his heirs formed the corporation, Derby Estate Company, to take over and manage all the property of the estate of E. M. Derby except his interest in the lumber business. To it was transferred all the estate property with the above exception, and the stock of the corporation, six hundred shares, was issued as follows: three hundred shares to Nancy M. Derby, widow of the deceased; one hundred shares to the defendant, a son of the deceased; one hundred shares to Augustus B. Derby, a son of deceased; ninety-five shares to Lizzie D. Harmon, a daughter of deceased, and five shares to her husband, A. K. P. Harmon.

At the time of his death E. M. Derby was engaged in the lumber business with one G. H. Payne, and the business was conducted after his death by his family and said Payne, until December 13, 1891, at which time the E. M. Derby & Co. corporation was formed and all the property and assets connected with the lumber business transferred to it. The six hundred shares capital stock of the last-named corporation were issued to the following persons: two hundred shares to 0. E. Derby; 201 shares to A. B. Derby; 197 shares to George H. Payne; one share to Nancy M. Derby and one share to Lizzie D. Harmon, the stock having a par value of one hundred dollars per share and the capital stock being sixty thousand dollars. George H. Payne died at some date prior to January, 1909.

After the creation of the E. M. Derby & Co. corporation, it conducted a large lumber business in Alameda County. In the course of its business it bought much lumber from the plaintiff and from E. J. Dodge Co., a corporation. The purchases from the plaintiff from January 25, 1907, to January 13, 1909, amounted to $96,196.02, and during the same period payments were made from time to time which left a balance due the plaintiff on the last-named date of about seventy-two thousand dollars, and after that date lumber was sold by the plaintiff to said corporation amounting to $10,689.09. The

defendant was legally liable as a stockholder for the payment of one-third of this indebtedness. He testified that he was aware of his stockholder's liability. The witness, George T. Klink, an accountant appointed by the court to investigate the condition of E. M. Derby & Co.'s affairs, presented an itemized statement which showed that the corporation in its business transactions had been losing, recently, large sums of money. His report showed that during the year 1908 there was an actual loss of at least as much as twenty-two thousand dollars, and in addition to this there was written off the books, uncollectible notes, $10,914.79, and fourteen thousand dollars of accounts deemed worthless. These notes and accounts were the accumulations of several years. The result of this witness' investigations was that, on January 13, 1909, the E. M. Derby & Co. corporation had assets of the total value of $187,781.76 and liabilities amounting to $177,598.76, leaving a book excess of assets of only about eleven thousand dollars. Counsel, in trying to show on the one side that the corporation was solvent and on the other that it was insolvent, have presented other figures which it would be necessary to consider if we were at this point endeavoring to show solvency or insolvency. But as, for present purposes, we are only presenting figures to show that the corporation had a large indebtedness as compared with its assets, the above figures are sufficient for the purpose.

On January 13, 1909, the defendant made a gift to his wife, the other defendant, of his 99 shares of the corporate stock of the Derby Estate Company, being the shares of stock involved in this litigation. The evidence shows it had a value of about twenty-five thousand dollars. Prior to that time, and on the sixteenth day of November, 1908, the defendant gave to plaintiff a written option by which he offered to transfer to plaintiff all his stock in the E. M. Derby & Co. corporation in consideration that plaintiff would assume all of his liabilities entailed by the stock—"The idea of the above proposition being that myself and brother will be willing to release all claims to our holdings in E. M. Derby & Co. if you will assume all liabilities thereof." On May 24, 1909, the defendant transferred all his stock in the E. M. Derby & Co. to Miss G. V. Rose, a stenographer in the office of his attorney. This transfer was made without consideration-a gift.

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