Interstate Lumber Co. v. Tweedy

WOOD, J.

Plaintiff seeks to recover from defendants upon their statutory liability as directors of a corporation under the laws of the state of Montana. The trial court sustained the demurrer of defendants without leave to amend and plaintiff has appealed from the judgment thereafter entered.

Defendants were directors of Tweedy Brothers Corporation, which was duly organized as a corporation under the laws of the state of Montana on or about June 1, 1935. The corporation became indebted to plaintiff on an open account for goods furnished between May and October of 1935 and on September 17, 1936, plaintiff obtained a judgment against the corporation for this debt.

It is provided in section 6003 of the Revised Codes of Montana that a corporation must file by March 1st of each year with a designated official of the county in which the principal place of business of the corporation is situated a report of the condition of the corporation on December 31st of the preceding year. If such report is not filed joint and several liability is imposed on the directors of the corporation “for all debts or judgments of the corporation which may thereafter be in anywise incurred until such report shall have been made and filed”, unless within twenty days thereafter the directors file certain exempting affidavits. The corporation of which defendants were directors failed to file the report required by the code section by March 1, 1936, and the directors failed to file the exempting affidavits.

We are called upon to place an interpretation upon the Montana statute. In doing so we are bound by the established rule that the interpretation placed upon a statute of a sister state by the highest court of that state is binding upon the courts of California.

(Osborne

v.

Some Life Ins. Co.,

123 Cal. 610 [56 Pac.

616]; McGrew

v.

Mutual Life Ins.

[210]

Co.,