Moyle v. Landers

Citations

• 3 Cal. Unrep. 113
• 21 P. 1133
• 1889 Cal. LEXIS 1093

Syllabus

<p>Corporations—Misappropriation—Suit by Stockholders.—A suit to procure relief for the misappropriation of the funds of a corporation is properly brought by the stockholders, without any demand on the directors to bring such suit, where the complaint alleges that the corporation is under the control of the defaulting directors, and that such demand would be useless.1</p> <p>Corporations—Stockholders’ Suit—Limitation of Actions.—Such a suit is not barred by the statute of limitations where the defaults are said to have occurred between August 1, 1882, and May 1, 1885, and the suit is brought July 1, 1885; Code of Civil Procedure of California, section 338, providing that suits for relief on the ground of fraud shall be brought within three years of the discovery of the fraud.</p> <p>Pleading.—Where a General Demurrer is Filed to a complaint' containing two counts, on the ground that the causes of action are barred by the statute of limitations, the demurrer must be overruled, if a good cause of action is stated in either county.</p> <p>Stockholders’ Suit—Alleging Ownership of Stock.—An averment that the plaintiffs were owners of the stock of the corporation before suit brought, and ever since 1881, sufficiently alleges ownership of the stock.</p> <p>Stockholders’ Suit—Who may Bring.—Such suit may be brought by anyone or any number of stockholders.</p> <p>Stockholders’ Suit — Directors as Parties Defendant.—The directors who are charged with having connived in such defaults are proper parties defendant in such action.</p>