Gashwiler v. Willis

California Supreme Court

33 Cal. 11 (1867)

Relevant factsFree

At a 1865 shareholders' meeting of Rawhide Ranch Gold and Silver Mining Company, all shareholders unanimously voted to authorize the same three individuals — who happened to also be Rawhide's trustees — to sell company assets to Barney; the trustees then executed the deed. The trial court excluded the deed from evidence because it was not properly entered into or signed by Rawhide, and the plaintiffs appealed.

IssueFree

Whether a corporation's shareholders may unanimously authorize the sale of corporate property.

Holding & reasoning

The court resolved the question by applying the controlling rule to the facts and explaining precisely why the outcome followed. Its reasoning ties the doctrine to the record so you can reproduce the analysis on an exam.

Procedural history, concurrence & dissent

This section traces the case from the trial court through appeal and lays out how each opinion lands. Separate writings sharpen the majority's limits and flag the arguments most likely to resurface in class.

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