Young

Five former directors of the plaintiff, a going corporation, appeal from a judgment for something over thirty thousand dollars, the aggregate of three dividends paid during their administration, the trial court having found that none of the dividends was paid from surplus profits.

Under two broad contentions, that section 309 of the Civil Code does not permit the maintenance- of such an action as this by a corporation except for the benefit of creditors, and that good faith on the part of the directors is a complete defense to such an action, numerous questions are presented. Except in one particular, to which further reference is made, counsel for respondent assumes, and, after serious consideration, the court is of the opinion, the questions are properly before it upon a sufficient record.

The facts necessary to be considered are undisputed, and, without following the details of the trial procedure, may be summarized as follows: On the demand of the defendants a jury was called to establish the value of the corporation’s realty at the dates of the respective dividends. By stipulation these figures were modified, and, as so changed, were adopted by the court as a part of its…