The San Francisco call. [volume] (San Francisco [Calif.]) 1895-1913, 1895-09-17

corporate debt to sue the other stock
holders for contribution
In speaking of laws passed subsequent
to the making of the contract, he said:
But it is manifest that the State laws
fixing the liability of the stockholders,
passed subsequent to the making of the
contract, which is the basis of the present
suit, have no application to the questions
here involved.
"Why those subsequent laws have no
application to the questions here involved,
the learned Judge does not inform Us. The
presumption is, OF course, that he rested
his decision upon the well-known rule that
the laws in force when the contract was
made entered into and became a part of
the contract itself. and that subsequent
laws do not affect contract in existence.
If that was what he intended to mean, he
was, in respect to the contract here in
volved, wrong toto coelo. The rule has no
application to the questions here in
volved.
april %, 1850. the Legislature passed
general law on the subject of corporations,
entitled AN act concerning corporations,
section 80 of which is as follows:
Each stakeholder o: any corporation shall be
individually and personally liable for portion
of all its debts and liabilities, proportioned to
the amount of stock owned by him.
Judge McKisick then quoted series of
enactments relating to all manner of cor
porations, in which the stakeholder is held
individually liable. These held until the
codes went into effect. The Civil Code,
he said, contains all the laws relating to
corporations other than municipal, and
section 322 provides for the liability of
stockholders as follows:
Each stockholder of corporation is indi-
vidually and personally liable for such proper
ton of its debts and liabilities as the amount
OF stock or shares owned by him bears to the
whole OF the subscribed capital stock or shares
of the corporation, and for like proportion
only of each debt or claim against the corpora
ton. Any creditor of the corporation may in
stitute joint or several actions against any OF
its stockholders for the proportion OF his claim,
payable by each, and in such action the court
must ascertain the proportion of the claim or
debt for which each defendant is liable, and a
several judgment must be rendered against
each, in conformity Herewith.
''That section" which he quoted at
length, sis still in force. In 1879 the peo-
pie adopted a new constitution which con-
tanned certain provisions which were
quoted covering the same points.
Thus" he said, 1.-The learned Judge,
founding his decision upon mere dictum
of the Supreme Court of California, or an
extrajudicial opinion of that court, blots
out section SO of article " of the constitu-
ton of 1S49, which does by express words,
as plain as they can be written in the Eng
oh A s. l,ah
upon the stockholders, and which by
necessary implication, as clear as the de-
clared intention of the trainers of the con-
stitution to flx that liability, declares that
creditor should have remedy to enforce
that liability.
1.-The testator was stakeholder in the
Central Pacific Railroad Company of Cali
fornia from the day it was organized, during
all the times it was earning the said bonds.
and thereby from time to time mourning
an Indebtedness to the compliments and a
liability to pay the bonds at maturity.
This was not only the contract, the debt
and the liability of the corporation, but it
was also the contract, the debt and the
liability of the testator. By virtue of be-
ing a stakeholder he was a party to the
contract, and was as legally bound by his
contract to pay his proportion of the deb:
as the corporation was bound to pay the
whole debt.
1.-THE Supreme Court has decided that
the individual liability of stakeholder
for his proportion of the debts and liabili-
ties of corporation is debt or liability
arising on contract.
I'VE have palmer case here said
Judge McKisick alphabetically, ethan if
Leland Stanford had given his note of
hand"
At the adjournment of the court Judge
McKisick had not covered half of his ar
gument He will require all of to-day and
possibly to- morrow.
Judge CARRIER will make the argument
for the RESPONDENT, Mrs. Stanford
The famous sign, 81 am the Only Run
ming Footman,' which ornamented the
front of an ancient inn in Charles street,
Berkeley Square, London, has been re-
l.