Bailey v. Wagner-Thoreson Co.

TAPPAAN, J.,

pro

tem.

This is an appeal by defendants, Wagner-Thoreson Company, E. S. Wagner and M. A. Thoreson, from a judgment entered against them. The facts, over which there appears to be no controversy, are briefly as follows: The Wagner-Thoreson Syndicate Corporation, a Delaware corporation duly qualified under the laws of the state of California, to, and transacting business in this state, had an authorized capital stock consisting of 15,000 preferred shares of the par value of $100 each, and 22,500 shares of common stock of nominal or nonpar value. Plaintiff secured a judgment against the Wagner-Thoreson Syndicate Corporation for $21,366.34. Appellant WagnerThoreson Company was the owner of 1,000 shares of the preferred and 14,825 shares of the stock without nominal value of the Wagner-Thoreson Syndicate corporation, issued to it under a permit granted by the corporation commissioner of the state of California. The Wagner-Thoreson Company had subscribed 1,005 shares of its common stock and appellant Wagner owned of this stock 476 shares and appellant Thoreson 526 shares.

Judgment was entered in favor of plaintiff and against defendant Wagner-Thoreson Company for the sum of $21,047.25, against defendant M. A. Thoreson for the sum of $10,956.58, and against defendant Wagner for the sum of $9,915.08. Interest was also allowed on the several sums from the date of trial. Appellants state their only point upon this appeal as follows: “Appellants contend that the stockholders of the Wagner-Thoreson Syndicate Corporation are not liable for its corporate debts because the authorized capital stock is divided into different classes of different value, and no provision is made in the law for imposing stockholders’ liability in such cases.”

Appellants’ contention as presented in their brief is predicated upon the cases of

Film Producers, Inc.,

v.

Jordan,

171 Cal. 664 [154 Pac. 605], and

Del Monte L. & P. Co.

v.

[681]