Clarke v. Cold Spring Opera House Co. , 58 Minn. 16 ( 1894 )

Gilpillan, C. J.

The record is not in condition to enable us to review the court’s finding as to how much stock was owned by each ■of the stockholder defendants. The stock book of the corporation was introduced in evidence. A portion of its contents is set forth in the settled casé, but whether all that related to the ownership of the stock does not appear. The portions of it not set forth may .'have contained evidence on the point. The case is within Acker Post No. 21, G. A. R., v. Carver, 23 Minn. 567.

The number of shares outstanding is found to be thirty-eight, at the par value of $2o per share; the number held by the defendant stockholders nineteen.

The court found each defendant stockholder liable, not for the full par value of his stock, but for the proportion of plaintiff’s debt which the par value of his stock bears to the par value of the stock outstanding. The proceeding being under 1878 G. S. ch. 76, the plaintiff ought to have brought in all the stockholders, which he could have done at any time, or shown some reason — as, for instance, insolvency, death, or inability to reach by process those omitted— for not doing so. There is no fact found in the case to suggest a reason for charging any stockholder more than the proportion of the debt which his stock bears to all the outstanding stock. The plaintiff ought not to be permitted by leaving some out to charge those brought in any more than he could have charged them had-he brought in all of them.

Order affirmed.

Buck, J., absent, took no part.

(Opinion published 59 N. W. 633.)