Citations
- 95 Cal. 535
Full opinion text
Paterson, J.
On July 14, 1888, the defendants executed and delivered to the Santa Ana Fair View and Pacific Railroad Company their non-negotiable note for the sum of five thousand dollars, payable four months after date, which was assigned to the Fair View Development Company, and by the last-named company assigned to these appellants.
The court found that the note was given for fifty shares of the capital stock of the company first above named, but that it was made and delivered “ upon the sole consideration and inducement of the promise and assurance of said company that it would complete its railroad from Fair View to the Pacific Ocean before the maturity of said promise in writing, to wit, within sixty or ninety days from said date; that the said company failed to complete its railroad, or any part thereof, .... within the said time, .... and that no part of said railroad between said last-named points has at any time been commenced and constructed or completed; that by reason of such failure, the consideration of defendants’ agreement to take said stock, and of their promise in writing set out in the complaint, has wholly failed”; but that the note “was not delivered upon the express condition that the railroad .... would be completed .... within sixty or ninety days from its date, nor upon condition that if said road was not so completed defendants would not have to pay sai