198 Mo. App. 27 | Mo. Ct. App. | 1917
Plaintiff recovered a judgment against the-defendant who appeals to this court urging but one point as a 'ground for reversal.
The suit grew out of a judgment recovered by the plaintiff herein against the Stag Mining Company, a corporation, and C. C. Yoder and Alexander Larkin. That judgment was reviewed in this court wherein we held that the. stockholders of the corporation were liable to Ada Rogers for the payment of her judgment against the corporation. [185 Mo. App. 659, 171 S. W. 676.]
Yoder had subscribed for 1050 shares of stock in the corporation of the par value of $10 each. Lafayette Rhodes had likewise subscribed for 1050 shares.
• After plaintiff had brought her suit against Yoder to recover from him on his interest as represented by the .1050 shares for which he had subscribed, she learned that Yoder had become the owner by purchase of the 10-50 shares which had originally been suscribed by Rhodes.
Appellant Yoder contends that plaintiff: having once sued him on his subscription and recovered a judgment and received payment she could not again sue him as a stockholder of the corporation, as to permit this would be to violate the rule of law against splitting causes of action.
It is admitted that Yoder knew when he purchased the stock from Ehodes that the latter had not paid the amount he had contracted to pay by his subscription.
The basis for recovery in this character of case is on the implied contractof the stockholders in a corporation to pay for .their stock; it is the contract of subscription which constitutes the foundation of an action to recover a call on stockholders to make their subscription good. [4 Thompson on Corporations (2 Ed.), secs. 3778-3779; 10 Cyc. 512; 1 Cook on Corporations (6 Ed. ), sec. 71; Business Men’s Ass’n. v. Williams, 137 Mo. App. l. c. 583, 119 S. W. 439.] It is held that the obligation of each' shareholder is several and each must respond to his contract of subscription to calls without reference to others. [10 Cyc. 510; 4 Thompson on Corporations (2 Ed. ), sec. 39-90.] The contract, therefore, of the subscribing stockholders is a like contract but not the same contract; that is, each stockholder makes the same kind of contract, that he as an indivdual will pay full value for the amount of his subscription. The contracts, therefore, are separate. And this we think is the determining feature in this case and distinguishes it from the cases cited by appellant, the case of the Kansas City Hotel Co. v. Sigemont, 53 Mo. 176, being a fair example. There, several calls had been made of ten per cent, each', and the court held that after the calls were made and owing, a suit brought on all the calls constituted a single cause of action and could be
The judgment will be affirmed.