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This is an action to recover on a stockholder’s statutory liability. The defense is that the cause of action is barred by the provisions of section 359 of the Code of Civil Procedure. Defendant is a stockholder in a corporation which assumed and agreed to pay an outstanding obligation of the Morris Real Estate Company. The question involved is as to whether or not the liability of the stockholders of the Palo Alto Investment Company, in which the defendant was a stockholder, accrued at the time of the assumption of this outstanding indebtedness or at the time of the execution of the note given by the latter company to the creditor.

The district court of appeal, first district, division one, held that the liability accrued at the time of the execution of the note sued on and not at the time of the assumption of the liability. In the petition for transfer to this court it was claimed that the decision was directly contrary to the established law in this state. The transfer was made in order that this point might receive further consideration. After such consideration we are satisfied with the opinion of the district court, written by Mr. Justice Kerrigan, and adopt it as our own.…

Dissenting.—I dissent. Prom whatever, standpoint we view the transaction, it seems to me the liability impressed upon the defendant as a stockholder of the Palo Alto Investment Company was created when that corporation in its contract with the Morris Real Estate Company agreed to pay the latter’s indebtedness to plaintiff’s assignor, the Crocker National Bank.

That obligation was the foundation of defendant’s liability. It was the only consideration for the note subsequently given by the corporation and sued on in this action. Whether the note was an extension or a renewal of the original liability, it, in neither case under the established rule in this state, could stay the statute of limitations as to the defendant.

I do not think it is at all clear that an acceptance was necessary by the plaintiff here before a complete accrual of a cause of action in its favor upon the obligation assumed by the Palo Alto Company.

Section 1559 of the Civil Code declares that such a contract may be enforced by the third party “at any time.” Notice of acceptance is not required. He may sue precisely as upon a direct contract in his favor. Our decisions, so far as they go, seem to recognize…