Brown

This action is against the defendant, Southern California Motor Road Company, a corporation, on a promissory note of the company, executed March 4,1890, and against the other defendants as stockholders, for their respective proportions of the indebtedness on said note, under section 322 of the Civil Code. A several judgment was given against the defendant Merrill, the appellant, for three hundred and thirty-six dollars and thirty-five cents, as his portion of said indebtedness, according to the amount of stock he held in the corporation.

Appellant claims that respondent cannot have the benefit of the statute of this state, imposing liability on stockholders for the corporation’s debts, because he is a stockholder himself. This contention is based upon the authority of Bailey v. Bancker, 3 Hill, 188 , 38 Am. *447 Dec. 625 , and other cases to the same effect; hut the reason for the rule declared in those cases is entirely-wanting in this state, and it has no application here. In states where those decisions have been made the relation of stockholders inter sese is that of partners, and. it is thus apparent at a glance that no common-law action for money owing by the corporation…