Potter

Many of the questions discussed by *579 counsel were considered in Baines v. Babcock, post, p. 583, this day filed, and upon the authority of that case must be determined adversely to the contentions of appellant herein.

In this case the corporation was not made a party. No objection on the ground of non-joinder of the corporation as a party defendant was made in the court below by demurrer or by answer. The defect was therefore waived. (Code Civ. Proc., sec. 434.) Doubtless the corporation should always be made a party to the suit; but it is not an indispensable party, unless the object of the action is to secure an adjudication of the rights and liabilities of all the parties, and a final settlement of the affairs of the company. When the purpose of a suit is to compel payment of a debt out of the unpaid subscription of a single stockholder, the corporation if not made a party cannot be prejudiced by a judgment against the stockholder, and if he sees fit to go to trial and judgment without objecting to the non-joinder of the corporation, he will not thereafter be heard to complain. It is not claimed in this case, as it was in Baines v. Babcock, that all the stockholders were…