Wolters v. Henningsan

McFarland, J. Plaintiffs recovered a money judgment against the defendants, and the defendant, Blasingame, appeals from the judgment. He also gave notice of an appeal from an order denying a new trial, but it seems to be admitted that the notice of the motion was not made in time, and the brief of his counsel asks for a reversal upon the grounds of the insufficiency of the complaint and of the findings.

The plaintiffs and defendants were all stockholders in a certain corporation called the Fruit Vale Wine and Fruit Company, which was engaged in the business of distilling brandy and proof spirits. This action is brought by plaintiffs to enforce contribution from defendants as such stockholders, on account of money paid by plaintiffs to the government of the United States for certain taxes which said corporation should have paid for the spirits distilled by it. Judgment was rendered against the defendants for twelve thousand one hundred and fifty-eight dollars and twenty cents, ' which was proportioned among the defendants in accordance with the number of shares of stock held by -each.

The proposition that a stockholder in a corporation ■engaged in distilling is a person “interested in the use ■of” the still, etc., owned by the corporation and used in its business, within the meaning of section 3251 of the Revised Statutes of the United States, was determined by this court in the case of Richter v. Henningsan, 110 Cal. 530; and also that such stockholder is liable to contribution to other stockholders who have been compelled to pay taxes upon the spirits distilled by such corporation. But, as was said in that case: “We must not confound the liability of a stockholder in a corporation under the law of its creation, with that imposed upon him by the act of Congress. His liability under the latter is q-uite independent of the former, and is just what the act of Congress has imposed upon him.” When, therefore, certain stockholders of such a corporation have been compelled to pay, and have paid, taxes for [435]which the corporation is liable, they may compel other stockholders to contribute their share of the payment thus made; but this liability is not in the nature of an assessment upon a stockholder under our incorporation laws, but upon the theory that under said section of the Revised Statutes all the stockholders as individuals are jointly and severally liable for the tax.

It is contended by appellant that in the case at bar both the complaint and the findings are insufficient to warrant or sustain the judgment. The complaint contains some long sentences considerably involved and somewhat difficult to follow; and the same may, in some measure, be said of the findings. But looking through them we think that enough can be detected to maintain the judgment. There are some averments in the complaint which should not have been there; but they were immaterial, and were not considered by the court in fixing the amount of the judgment. For instance, it is ■alleged that the officers of the United States government seized and took into its possession the distillery of said •corporation, together with all the property connected therewith, including several acres of land, and that, in •order to procure a release of said property, it was necessary to pay certain costs incurred on such proceeding, ■amounting to a considerable sum of money, which the plaintiffs in this case paid; and we see no grounds upon which said costs, voluntarily paid by the plaintiff to release said property, could be recovered in this action. Whether or not the plaintiffs could recover that sum of money against the corporation, or against defendants, upon regular assessments made by the corporation, is not a question which here arises, for it is not an obligation created by said section of the United States Revised Statutes. But the court did not consider that item at all in rendering its judgment, and, therefore, the defendants were not prejudiced by that averment being in the complaint. The United States also brought an action against the plaintiffs in this case for taxes upon spirits distilled by said corporation, which it had not returned