Derby v. Stevens

McKinstry, J. From the moment a debt is created by a corporation each of the then stockholders becomes primarily hable for his proportion of such debt. Neither by the Constitution, nor by any statute, are the several stockholders made jointly liable to each of the creditors of the corporation. Section 322 of the Civil Code authorizes two or more separate actions to be united in one, but the issues to be joined between the plaintiff and each of the defendants are separate, and may be very different, and by the express language of the section a several judgment must be rendered as between the plaintiff and each of the defendants.

The present action was brought in the District Court.

The sixth section of article vi. of the Constitution of 1849, as amended in 1862, provided: “The District Court shall have original jurisdiction .... in all cases at law ..... in which the demand exclusive of interest .... amounts to three hundred dollars,” etc.

Under the former Constitution, to bring a case under section 322 of the Civil Code within the jurisdiction of the District Court, a plaintiff had to allege as due to him three hundred dollars or more, from one or more, or all of the defendants separately. A demand supposes a tribunal or person on whom it is made; the demand spoken of in the Constitution is a demand for judgment, evidenced by the prayer of a complaint, and a statement of facts which can uphold the judgment prayed [289]for. If a stockholder’s proportion of a certain debt is less than three hundred dollars, and the creditor sues the stockholder for such proportion, the former does not demand a judgment against the latter for three hundred dollars or more. If the creditor shall unite as defendants other stockholders, the proportion of each of whom is less than three hundred dollars, the creditor does not demand a judgment of three hundred dollars or more against the defendants severally, nor does he demand (under section 322 of the Civil Code he is not authorized to demand) a judgment for three hundred dollars or more against the defendants jointly. In such case the plaintiff does not pretend to demand a judgment against any'one for three hundred dollars or more; he demands a several judgment against each of the defendants in a sum less than three hundred dollars. If the creditor demanded a judgment for more than three hundred dollars against one of the defendants only (as in the case before us), the District Court had jurisdiction oidy to render a judgment based upon such demand—a demand for judgment against the particular defendant.