Peck v. Noee

SHAW, J.

This is an appeal from the judgment upon the judgment-roll alone. The action is by the plaintiff for himself and as assignee of twenty-seven other persons against the appellants as stockholders of the Hathaway Mill

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Lumber Company, a corporation organized under the laws of the state of Nevada and doing business in California, to enforce their alleged liability, as such stockholders, to the plaintiff as a creditor of the corporation. The only question presented for consideration on the merits of the case is whether or not the stockholders of a corporation organized in Nevada are individually liable, under the laws of California, for the debts of the corporation incurred in doing business in California.

The complaint alleges that the Hathaway Mill & Lumber Company is and has been ever since May 5,1903, a corporation created under the laws of Nevada, that during all that time it had been doing business in the counties of Plumas and Sierra in this state, and that the several debts sued on were contracted in this state during that period. These allegations, and indeed, all the allegations of the complaint, were admitted. As an affirmative defense, the defendants alleged that the constitution of the state of Nevada contained the following provision: “Dues from corporations shall be secured by such

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means as may be prescribed by law; provided, that corporators of corporations formed under the laws of this state shall not be individually liable for the debts or liabilities of such corporations.” The finding is that this allegation is true. In addition thereto, however, the court found that said Hathaway Mill & Lumber Company was organized on May 6, 1903, “under and by virtue of that certain act of the state of Nevada and entitled 'An act providing a general corporation law, approved March 16, 1903,’ [Nev. Laws, 1903, p. 121], for the purpose and with the intention of doing business in the counties of Plumas and Sierra, state of California.” Other findings were made to the effect that the appellants Noee and Ramelli were, at the time the corporation was organized, and ever since have been, residents of Plumas County, California; that they were the original organizers and corporators of said corporation ; and that when the debts sued on were incurred they were directors thereof and respectively secretary and vice-president. The respondent claims that these findings bring the case within the principle laid down by the United States supreme court in