Macan v. Scandinavia Belting Co.

Citations

• 264 Pa. 384
• 107 A. 750
• 5 A.L.R. 1502
• 1919 Pa. LEXIS 658

Syllabus

<p>Bes judicata — Parties—0orp oration — Sto ckholder.</p> <p>1. In an action of assumpsit on book accounts by one corporation against another, where a judgment is entered adversely to the defendant on a counterclaim set up for damages for rescission of a contract alleged to have been assigned to it by its largest stockholder, such judgment is not res judicata, in a subsequent action by such stockholder against the plaintiff corporation in the former suit, for damages for the rescission of the same contract, inasmuch as the parties are not the same. The fact that plaintiff in the second suit was a large stockholder of the corporation which was the defendant in the first suit, did not make him a party in the first suit, within the meaning of the rule requiring identity of parties to make a judgment in one proceeding res judicata in another.</p> <p>2. Where the jury expressly found in the first case that there was no assignment of the contract in question by the stockholder to the corporation and overruled the claim for damages for this reason, there was no adjudication on the merits, and the first case was not res judicata of the second.</p> <p>3. The fact that the plaintiff in the second suit testified in the first suit, that he had made such assignment, will not bar him from recovery in the second suit, where it appears that he was in fact mistaken, in thinking, and so testifying, that certain steps which he had taken constituted a valid transfer of the contract.</p> <p>4. The record of the first suit does not conclusively establish the facts testified to by the witness, so as to constitute an estoppel, but only is evidence of a declaration or admission by the witness that the facts were as stated, and affects merely his credibility.</p> <p>G orp orations — Stochho Iders — S ep arate entity.</p> <p>5. A corporation has a separate entity or existence, irrespective of the persons who own its stock, and this rule is not altered by the fact that the greater portion or