Young v. Rosenbaum

39 Cal. 646 | Cal. | 1870

Rhodes, C. J.,

delivered the opinion of the Court, Sprague, J., Wallace, J., and Temple, J., concurring :

The defendants, who are sued as stockholders in the corporation known as the “Santa Cruz Silver Mining Company,” set up, as a defense to the action, a judgment in favor of the plaintiff and others against the corporation, rendered by the Court of First Instance, in La Paz, Lower California, by which it is ordered, among other things, that “the aforesaid creditors are sentenced to wait one year from this date, in order to receive their respective claims and interest thereon. ” The defendants offered in evidence the judgment, and the plaintiff objected to its admission, because the document offered was not a copy of the whole record. In the absence of proof of the rules of law governing that Court, in the administration of justice,' it will be presumed that a plaintiff in an action is required to present to the Court his cause of action in wilting. A judgment rendered without a statement of the cause of action, in some form recognized by law, whatever may be its force and effect, where it is rendered, is of no value beyond the jurisdiction of the Court which rendered it. Bo authority to the contrary is cited by the defendants, and, indeed,. it would seem impossible to maintain in any forum a judgment, unlesá it was based upon a complaint, or a statement of the cause of action of the party in whose favor it was rendered. In proving the judgment, a judgment roll, as recognized at common law, or provided for by statute, might not be requisite; but a record must be produced which shows the allegations of fact, on which the Court proceeded in rendering the judgment. The objection should have been sustained.

Had the judgment been proven, it would not have constituted a bar to the action. The stockholders are not sureties of the corporation, but are principal debtors. (Mokelumne IIill, etc., v. Woodbury, 14 Cal. 265; Davidson v. Rankin, 34 Cal. 503.) A judgment against the corporation does not extinguish or suspend the liability of the stockholders, and it clearly does not merge it. The remedy against the corporation may, for some cause, be suspended, or, perhaps, barred, without impairing the remedy against the stockholders, because the liability of the latter is primary, and is conditional or contingent only in this : that there must be a subsisting debt against the corporation. When a debt accrues ¿gainst the corporation, it also accrues against the stockholders, and they remain such debtors until the debt is paid or satisfied. Whatever satisfies or extinguishes the debt as to the corporation, extinguishes, also, the liability of the stockholders, because the creditor can claim only one satisfaction of the debt. But a suspension of the remedy against the corporation, does not extinguish the debt, and therefore the liability of the stockholders is unaffected.

There was some evidence tending to show that Rosenbaum was a stockholder, and the nonsuit as to him was, therefore, erroneous.

It is contended on behalf of Gattel and Reuter, two of the defendants, that they are unaffected by the questions presented on the appeal, because the notice of intention to move for a new trial was not served on them, and they did not take part in the proceedings on the motion. The record does not show that they were served with the notice or participated in the motion; but the questions we have eonsidered are not presented on the appeal from the order denying the new trial, for the record contains no statement on motion for a new trial. The only statement in the transcript, is one which was prepared by counsel, and settled and certified by the Court as a statement on appeal. The statement is not shown to have been served on any of the defendants; but as no objection on this ground was taken in the Court below, and as the statement is certified by the Judge to be correct, it will be presumed that it was properly served, in the absence of anything in the .record showing to the contrary. The questions which have been considered, arise on the appeal from the judgment, and are sufficiently presented in the statement on appeal.

Judgment reversed, and cause remanded for a new trial.

Crockett, J., expressed no-opinion.