Bidwell v. Babcock

Citations

• 87 Cal. 29
• 25 P. 752
• 1890 Cal. LEXIS 1090

Syllabus

<p>Corporations — Liability of Stockholders—Pleading. —The complaint in an action to enforce the liability of stockholders for the indebtedness of a corporation must state the proportion which the stock owned by the defendant at the time the debt sued for was incurred bears to the whole subscribed stock at that timé, or facts from which such proportion may be deduced.</p> <p>Id.—Action for Several Debts — Pleading — Demurrer,— Subscribed Stock. — A complaint in an action to enforce several debts of a corporation against a stockholder which states the number of shares owned by the defendant during the period in which the debts sued for were incurred, and that during that period a certain number of shares were subscribed for, issued to, and owned by various parties, without stating that that number was the whole number of shares of stock subscribed at the time each debt was contracted, or stating the proportion which the shares owned by the defendant bore to the whole subscribed stock at each of said times, is insufficient, and a demurrer thereto should be sustained.</p> <p>Id.—Several Counts in Complaint — Defective Pleading.—A complaint containing several counts upon several debts of a corporation with which a stockholder is sought to be charged must state in each count the existence of the corporation, and the facts showing the defendant’s proportionate share of liability for each debt, or must refer to the statement of these facts in the first count; and defects in such statement in subsequent counts cannot be supplied by statements in the first count, in the absence of reference to them.</p>