Janssen v. Tate

California Court of Appeal Sep 17, 1928 No. Docket No. 3551.Published

Before: Weyand

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Holding. The court held that a stockholder of a defunct corporation cannot maintain an action for partition of corporate property until the corporation's affairs are wound up and its debts paid, and that prior litigation had already adjudicated and rejected the plaintiffs' claims of ownership and reimbursement.

Issues

Whether a stockholder of a defunct corporation may maintain an action for partition of the corporation's property.
Whether the plaintiffs' claims for property ownership and reimbursement for expenditures were barred by a prior judgment.

Disposition. affirmed

Quotations verified verbatim against the opinion

“A stockholder of a defunct corporation cannot maintain an action for partition until the affairs of the corporation are wound up and its debts paid”

“The judgment in Anthony v. Janssen also fully adjudicates Janssen’s claim for moneys expended in the preservation of the property, holding that he had no such claim.”

WEYAND, J.,

pro tem.

On the twentieth day of August, 1924, the complaint herein was filed in the superior court of San Diego County to partition certain mining property in said county and to impress the whole of the said mining property with a lien claimed by I. P. Janssen for sums expended by him for thé preservation of said property.

The plaintiffs were I. P. Janssen, individually, and I. P. Janssen as administrator of the estate of Enho Janssen, deceased, and I. P. Janssen as trustee of the Pacific Paint Products Company, a defunct corporation. The complaint avers that the paint company forfeited its charter and ceased to exist as a corporation on March 4, 1922. The only claim of ownership in plaintiff, either individually, or as administrator of the estate of Enho Janssen, or as trustee of the defunct paint company, arises out of ownership of stock in the said defunct company, or because I. P. Janssen was a director of the defunct corporation when it forfeited its charter.

The answer in the suit denies generally the allegations of ownership in the property sought to be partitioned, the expenditures by Janssen, and further pleads an estoppel in the way of a judgment rendered as against the plaintiff I. P. Janssen, and the Pacific Paint Products Company on April 15, 1921, in an action wherein the defendant herein, Ada D. Anthony Tate, and others, quieted title to the same property as against the said I. P. Janssen and the Pacific

[23]

Paint Products Company. This case is reported in 183 Cal. 329 [191 Pac. 538].

There is no claim of plaintiffs in the present case that between the fifteenth day of April, 1921, and the commencement of the present action on the twentieth day of August, 1924, the plaintiff individually, or the said Enho Janssen, or his estate, or the said Pacific Paint Products Company acquired any independent interest in the said property. Judgment in the present case was for defendants and the plaintiffs appeal.

While in the record there is presented much collateral matter, we are unable to see the relevancy of much that is attempted to be presented to this court. In the present case the plaintiffs introduced the judgment-roll in the case of

Janssen v. Tate

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WEYAND, J.,

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