#### Seaman vs. Goodnow, impleaded with, others.

*Creator's Bill against Joint Stock Company*— Secs. 19 *andfZ, Ch.*73, *B. S.*— Joinder *of canses of action.*

1. In a creditor’s bill against a joint stock company (organized under ch. 73, R. S.) and tbe officers, directors and stockholders thereof, the complaint does not show a cause of action against the directors under see. 23 of said chapter, where it merely alleges that they refused to make a certificate, signed by the president and secretary, in either of the months of July or January following the organization of said company, showing the facts enumerated in sec. 19. It should further he alleged that the indebtedness to the plaintiff was contracted *after*such refusal, and *before*the making of any subsequent annual statement.

2. In such a complaint, a cause of action against the directors or officers of the company, under said sec. 23, cannot properly be joined with one against delinquent stock subscribers, and one against parties to whom property of the company is alleged to hare been illegally transferred by its officers. But the two causes of action last mentioned may be joined.

APPEAL from tbe Circuit Court for *Milwaukee*County.

Action in tbe nature of a creditor’s bill against tbe Milwaukee, Chicago and St. Louis Steam Towing and Freight Co., *William Goodnow*and others. Tbe complaint, after alleging tbe recovery of a judgment by plaintiff against said company, and tbe return of execution thereon unsatisfied, and that *Goodnow*and others were stockholders in tbe company when tbe indebtedness so recovered upon was contracted, further avers that *Lee*and Kingsley, two of such defendant stockholders, were directors of tbe company from its organization, and that they “ neglected and refused to make a certificate, signed by tbe president and secretary, in either of tbe months of July or January following tbe organization of tbe company, showing tbe amount of theft capital actually paid in,” &c., &c., following tbe language of sec. 19, ch. 78, R. S. Then follow averments to tbe effect that after tbe contracting of said indebtedness to plaintiff, tbe capital and assets of tbe company were converted by tbe president and treasurer, with tbe assent of tbe stockholders defendant, to tbe payment of tbe private debts of said officers, by being assigned to certain creditors of theirs, to wit, *28certain banks wbicb are made defendants herein; that the company is insolvent, and was so before such transfer; that the stock subscriptions of the stockholders defendant have never been fully paid up; that there are other creditors of the company, including laborers and servants, having claims for services rendered within six months before demand (sec. 25); and that certain of the defendant stockholders are insolvent. Prayer in the usual form, including a demand that said banks defendant be decreed to pay over said property of the company, or the proceeds or value thereof; that delinquent stockholders be required to pay amounts due on their subscriptions ; that on a deficiency of assets then appearing, the stockholders be decreed to pay said debts to laborers and servants ; and that said directors *Lee*and *Kingsley*be decreed to pay all other claims of creditors who may elect to come in under the judgment, &c.

Demurrer by *Goodnow*for misjoinder of causes of action, and that no cause of action was shown against him. Demurrer overruled, and judgment rendered against Goodnow, Rom which he appealed.

*Jas. G.*Jenkins, for appellant,

cited *Fellows v.*Fellows, 4 Cow., 683; *Judson v. Possie Galena Go.,*8 Paige, 598 ; *Wells v. Jew-ett,*11 How. Pr. R, 242; sec. 30, ch. 125, R. S.

*G. S. P. Stillman,*for respondent:

The several causes of action need not affect the defendants equally *(Vermeule v. Bech,*15 How., 333); nor need their interests be similar. Any person may be made a party who has or claims an interest in the controversy, or is affected by the cause of action, or without whom there cannot be a complete determination of the questions involved in the case. R. S., ch. 122, secs. 19, 22; ch. 125, sec. 29 ; *Armstrong v. Pratt,*2 Wis., 299; *Geisse v. Beall,*3 id., 367. A cause of action, therefore, affecting any one of such parties, is not improperly united with a consistent cause of action affecting any other such party. *McLachlan v. Staples,*13 Wis., 451; *Banlc v. Suydam,*6 How., 379; *Adams v. Bissell,*28 Barb., 382-5; *Robinson v. Flint,*16 *29How., 240; *Badger v. Benedict,*1 Hilt, 414; 1 Paige, 20^ 12 Barb. 28; 17 How. Pr. R., 76; *Churchill v. Trapp,*3 Abb., 306. Nor is it cause of demurrer tbat tbe causes of action require different modes of trial. Yan Santv. PI, 683. All tbe rules wbicb apply to equitable suits, and are not inconsistent witb tbe code, me still to be regarded, and *govern,*tbis case; and not those wbicb are applicable only to actions of a purely legal character. Preamble to Code, Laws of 1856, cb. 120, and secs. 361-3 of same; *Goit v. Goit,*6 How., 53 ; 5 id., 216; 4 icl, 317 ; 10 id., 164; 2 Duer, 486. Tbe complaint, therefore, need not show a joint cause of action against all tbe defendants. Tbat rule is only applicable at law, and never did apply in equity. Courts of equity always gave relief although there might be improper parties, as to whom tbe bill might be dismissed witb costs *{Eldredge v. Bell,*12 How., 549); or though tbe bill was bad in part (1 Johns. Oas., 429); nor is a bill deemed multifarious where it sets up one sufficient ground of relief and another distinct untenable claim. 5 Paige, 137, 254; 9 id., 188. If a bill contain several matters all of wbicb may be taken into consideration as prayed for (as in taking an account), although relief may ultimately be given in respect to'some of them only, tbe bill will not be deemed multifarious. Story’s Eq. PL, 281; 2 Younge & Coll., 444. Though a bill contains two distinct subject matters wholly disconnected witb each other, and though the remedy be at law as to some, yet if a court of equity get jiuisdiction, it will, to avoid the multiplication of suits and un-necssary expense to litigants, treat the bill as though it were single, and proceed with the matter over which it has jurisdiction as though that were the sole object of the bill *Prescott v. Ev-erts,*4 Wis., 314; Story’s Eq. PL, 299,490, and cases there cited.

Downer, J.

The appellant’s counsel maintains that the circuit court erred in overruling the demurrer of the appellant to the complaint, because three several causes of action are improperly united: 1st. A cause of action against the banking *30corporations, to recover property, or its value, belonging to the Milwaukee, Chicago and St. Louis Steam Towing and Freight Co. 2d. A cause of action against certain defendants as delinquent stock subscribers. 3d. A cause of action against some of the defendants as directors, founded on sec. 28, ch. 73, R. S.

We are of opinion that the complaint does not set out a cause of action under sec. 23. That section provides that ‘ ‘ If the president, directors or secretary of any such corporation shall intentionally neglect or refuse to comply with the provisions of, and to perform the duties required of them respectively by, the seventeenth, eighteenth and nineteenth sections of this chapter, such of them so neglecting or refusing shall jointly and severally be liable, in an action founded on this chapter, for all the debts of such corporation contracted during the period of any such neglect and refusal.” It is not averred in the complaint that any of the directors or officers of the company *intentionally*neglected or refused to comply with the provisions of, and to perform the duties required of them by, those sections: and also other essential allegations are wanting to make a cause of action founded on that chapter, or the 23d section of it. We agree, however, with the attorney of the apellant so far as this, that if there were a cause of action set out under that section, it could not be united with the others.

The two first named causes of action may be united. *Winslow v. Dousman,*18 Wis., 456.

*By the Court.*— The judgment of the circuit court is affirmed, with costs.

A motion for a rehearing was afterwards denied.

Downes., J.

The appellant insists, in his argument on a motion for rehearing, that the complaint does set out a cause of action against some of the directors, founded on sec. 23, chap. 73, R. S. It is said, it alleges a refusal to make at the July or January following the organization of the company, the annual certificate required by section nineteen. We think it does not set *31out the refusal with the particularity required. It does uot ayer that the debt of the plaintiff was contracted after such omission or refusal, and before the making of the next annual statement thereafter. This was necessary; for if the annual statement was made at the January or July immediately preceding the contracting of the plaintiff’s debt, it is obvious the plaintiff has no cause of action under section 23.

Eor these and reasons given in the previous opinion, the motion must be overruled.

*By the Court.*— The motion is denied.