Tatum v. Rosenthal

Citations

• 95 Cal. 129
• 30 P. 136
• 1892 Cal. LEXIS 794

Syllabus

<p>Corporations—Subscriptions to Stock—Creditor’s Bill—Pleading — Indebtedness of Corporation — Conclusiveness of Judgment.—A judgment against a corporation establishes its liability conclusively until reversed in a direct proceeding, and concludes the stockholders in an action against them in the nature of a creditor’s bill, to compel them to pay in the unpaid portion of their subscriptions to the capital stock, toward the satisfaction of the judgment obtained; and it is not necessary that the complaint in such action should allege the indebtedness upon which the judgment was recovered.</p> <p>Ed.—Insolvency of Corporation — Sufficiency of Complaint—Nonjoinder of Creditors — General Demurrer — Answer. — A complaint in an action in the nature of a creditor’s bill to compel the subscribers to the capital stock of an insolvent corporation to account for and pay in the unpaid portion of their subscriptions to the satisfaction of a judgment obtained against the corporation, which alleges the existence of the judgment debt, the insolvency of the corporation, that the subscribers owe on their unpaid subscriptions, and that the execution issuing on the judgment has been returned wholly unsatisfied, but which does not show upon its face that there are any other creditors of the corporation, states a cause of action, although it does not state that the proceedings are for the benefit of all the creditors; and the question of defect in the pleading, or of non-joinder of other creditors, cannot be raised upon general demurrer to such complaint, hut can only be pleaded by answer.</p> <p>Id.—Right of Judgment Creditor.—A judgment creditor who has exhausted his legal remedy by an execution returned nulla bona may, alone or with other judgment creditors, file a bill against persons hold, ing property of the debtor which cannot he reached by execution.</p> <p>Id. — Division of Fund — Action by Single Creditor —• Decree for Benefit of All. — Where a fund can only be divided satisfac