101 Ga. 270 | Ga. | 1897
The plaintiff filed his declaration against the defendants, in which he alleged, in substance, as follows: The Etowah Iron & Manganese Company was a corporation duly organized and existing under and by virtue of the laws of Georgia, and as such employed petitioner as its superintendent from January 1 to September 1, 1889, at a salary of $175.00 per month. ' As such superintendent petitioner was required to discharge various duties, which are not material to be here set forth, but which he did discharge to the best of his skill and knowledge and to the satisfaction of said company. The salary thus due petitioner from said company amounted to $1,400, in addition to which said company was indebted to petitioner on August 31, 1889, as follows: (The petition here set out an account for traveling expenses and other items, with credits, showing a balance due by the company to the petitioner of $872.) Said company’s officers reside in the county of Ful
Afterwards the declaration was amended as follows: The directors and stockholders of said corporation held all of its
The defendants, among other grounds, demurred generally to the declaration, for the reason that it set forth no cause of action against them, and that if liable at all to the plaintiff, they could only be held liable through the corporation, of which they were alleged to have been stockholders, and after judgment had been obtained against it. The demurrer was overruled, and the defendants excepted.
If the plaintiff had a right of action against these defendants, it must have resulted from the breach of some duty, imposed either by contract or by law upon the defendants in favor of the plaintiff, and which breach resulted in injury to the plaintiff. According to the allegations contained in the declaration, there was no contract relation between the plaintiff and the defendants. He alleged that he had rendered certain services for and at the request of the Etowah Iron and Manganese Company, a corporation the capital stock of which was owned by the defendants. He alleged the performance of such services, and a failure upon the part of the corporation to pay therefor. There was then, as to the plaintiff, a breach of duty upon the part of the corporation; but it is obvious that the contract between the plaintiff and the corporation could not impose a duty of performance upon the stockholders in that corporation. The corporation was not itself a party to this suit, and therefore it can never be judicially determined in this suit that there has been a breach of duty upon the part of the corporation toward this plaintiff. So, even if this action were maintainable at all, it could not be prosecuted to judgment without the corporation being made a party defendant. The mere fact that the corporation had ceased to exercise its franchises, or to conduct the corporate business, or that all of its corporate assets have been distributed among its stockholders, affords no reason why it should not be made or could not be made a party defendant. Until the corporate entity was actually extinguished in the manner pointed out by law, it is still a living thing; inactive it is true, but still possessing corporate vitality, and capable of being sued in its corporate name, and of being served
Judgment reversed.