143 Wis. 330 | Wis. | 1910
1. This is a suit in which, the powers of a ■court of equity are invoked to right wrongs flowing from the fraudulent scheme of promoters and officers of a corporation to diminish its assets to their own profit. The complaint in .apt terms alleges that the promoters collusively and fraudulently conspired to, and actually did, without giving any equivalent therefor, deplete the treasury of the corporation ■of the various sums therein set out, and it demands that these sums be paid back by the wrongdoers into the treasury of the •corporation. Tested by the principles laid down by this •court in numerous cases, it cannot be said that the complaint fails to state facts sufficient to constitute a cause of action, and the demurrer on that ground was properly overruled. Zinc C. Co. v. First Nat. Bank, 103 Wis. 125, 79 N. W. 229; Pietsch v. Milbrath, 123 Wis. 647, 101 N. W. 388, 102 N. W. 342; Hayward v. Leeson, 176 Mass. 310, 57 N. E. 656.
2. Appellants strenuously contend that the main cause of .action is one at law for damages for an executed conspiracy, while joined to this are other causes of action for which equitable relief is demanded, and rely upon the case of Pietsch v. Krause, 116 Wis. 344, 352, 93 N. W. 9, to sustain the proposition that such causes of action cannot be joined. An examination of that case will disclose that the •complaint first set out a cause of action and asked relief in behalf of the corporation, and then proceeded to state a cause ■of action for damages and demanded relief in behalf of the plaintiffs individually, and it was held that the two could not be joined. But in this case wrongs against the corporation ■only are set out, and relief in its behalf only is asked. ■Clearly the Pietsch Case is not analogous.
It is, however, a misconception of the complaint before us "to say that it states more than one cause of action. True, a
“There is but one subject of action, — the conspiracy to-defraud and its consummation to the damage of plaintiff. All the allegations of fact are parts of the presentation of that one subject. The test of whether there is more than one-cause of action stated or attempted to be stated in a complaint is not whether there are different kinds of relief or objects sought, but whether there is more than one primary right sought to be enforced or one subject of controversy presented for adjudication.”
To the same effect are Gager v. Marsden, 101 Wis. 598, 77 N. W. 922; Adkins v. Loucks, 107 Wis. 587, 83 N. W. 934; Herman v. Felthousen, 114 Wis. 423, 90 N. W. 432. In these cases the question has been so fully discussed, and the distinction between alleging separate causes of action and alleging one subject of wrong out of which separate wrongs may flow calling for different relief is so clearly pointed out, that it is deemed neither necessary nor advisable to further extend the discussion of the subject.
3. It is evident from the allegations of the complaint that the corporation would not have brought nor prosecuted the suit in good faith, and it was therefore properly' brought by the plaintiffs, and the corporation was a proper party defendant. Luther v. C. J. Luther Co. 118 Wis. 112, 94 N. W. 69.
The last ground of the demurrer was expressly waived upon the oral argument, and it is not deemed necessary to discuss the others.
By the Court. — Order affirmed.