58 Ga. 189 | Ga. | 1877
Except in eases expressly provided for by the Code (section 3374) stockholders cannot plead or defend for the corporation. That the action is groundless and collusive, and that, from motives of fraud or favor on' the part of the officers, the corporation fails or refuses to defend, will make no difference. The stockholders may protéet all their rights by instituting a proper action of their own. In conducting suits, due regard must be had to the distinction between parties and those who are not parties. A corporation is a separate person from any or all of the stockholders. "When it is sued alone, they are not before the court; and they cannot interpose in that suit, without express statutory authority. In equity, or possibly at law, under our pecular jurisprudence, they can take measures, by an original proceeding in their own behalf, to prevent the appropriation of corporate assets to fraudulent claims, though such claims have been, fraudulently, by the connivance of the corporation or its officers, reduced to judgment. The present case does not fall within the terms of section 3374 of the Code, since the judgment is not to bind the individual property of the stockholders; and no aid can be derived from the act of 1872, the same being unconstitutional — 55 Ga., 36.
Judgment affirmed.