San Francisco Commercial Agency v. Miller

This is an action against certain stockholders of the Eureka Consolidated Oil Company to recover their proportionate share of the indebtedness of said corporation. The only question presented for decision involves the sufficiency of an allegation in the complaint which reads as follows:

The appellants demurred to the complaint on the ground that no cause of action was stated; the demurrer was overruled, and the appeal is taken from the judgment thereupon entered in favor of plaintiff.

Section 3 of article 12 of the constitution provides that “Each stockholder of a corporation or joint-stock association shall be individually and personally liable for such proportion of all of its debts and liabilities contracted or incurred during the time he was a stockholder, as the amount of stock or shares owned by him bears to the whole of the subscribed capital stock or shares of the corporation or association.”

In the complaint before us, the number of shares issued and the number of shares subscribed for and owned by the defendants is stated, but we are left groping as to the number of shares constituting the whole of the “subscribed capital stock.” It is contended that the averment that…