Schwabe v. American Rural Credits Ass'n ( 1919 )

Cornish, J.

This ease was argued and submitted in connection with Schwabe v. American Rural Credits Ass’n, ante, p. 46, in which judgment was recovered against the American, Rural Credits Association in the sum of $24,625. The same plaintiffs sue the association and various stockholders for the recovery of personal judgments against them, for the satisfaction of the judgment recovered. The ground of the action is that the corporation had not complied with the provisions of the Nebraska statute, requiring domestic corporations to make and file annual statements and copy of resolutions. Rev. St. 1913, secs. 549, 577, 586.

In Schwabe v. American Rural Credits Ass’n, ante, p. 46, we have held that the judgment must be reversed and the cause remanded. Inasmuch as the plaintiff’s right of action in this case depends upon their having exhausted their legal remedy, it follows that our decision, reversing the judgment in the other case, must work a vacation of the judgment appealed from in this case and dismissal of the action. Wehn v. Fall, 55 Neb. 547; Globe Publishing Co. v. State Bank of Nebraska, 41 Neb. 175.

It is admitted that all of the 37 defendants, except Odell, Talmadge and Lawson, were stockholders only, having no voice or share in the management of the corporation. It would seem from the record that these stockholders were innocent holders of stock who had subscribed therefor under the same circumstances and conditions as the plaintiffs, who were also stockholders in the corporation. Assuming this to be true, it follows that the plaintiffs would have no right of action against these defendants for failing to comply with the Nebraska law, regulating the formation and management of the corporation. Singhaus v. Piper, 103 Neb. 493.

The American Rural Credits Association was a Delaware corporation, not domesticated. It would seem that the liability of stockholders in it would be fixed by the Delaware, and not by the Nebraska, law.

For the reasons above given, the judgment of the district court is reversed and the cause dismissed.

Reversed and dismissed.

Letton, J., concurs in the conclusion.