I understood the counsel of the plaintiff to concede, on the argument, that there was a misjoinder of causes of action in the complaint. There plainly was; for the first cause of action which the complaint undertakes to state is plainly for certain alleged *649tortious acts, and the second is for an alleged South Carolina statute liability, ás a stockholder, which certainly cannot be viewed as an action for a tort.
For can it be said that the two pretended causes of action arose from the same transaction or transactions, connected with the subject of the action.
But the demurrer for misjoinder is quite immaterial in this case, for it is plain, I think, that the second ground of demurrer-^—that the complaint does not state facts sufficient to constitute a cause of action—is well taken.
The first count, or that part of the complaint which undertakes to state a cause of action against the defendant as a director, and as president, &c., more especially as president, &c., does not state facts sufficient to constitute a cause of action, for the reason, among others, that it does not show, or state facts sufficient to show, that the plaintiff as a bill-holder was injured or damaged by the alleged acts of malfeasance and misfeasance of the defendant. The complaint does not even state that the plaintiff was the holder of the bills or bank notes, or any of them, when the alleged acts of malfeasance and misfeasance were committed. From aught that appears on the face of the complaint, the plaintiff bought the bills or bank notes of which he is the holder, on speculation, with a knowledge of all the alleged wrongful acts. Besides, I am not prepared to say that the plaintiff could bring the action against the defendant without any presentment of the bank bills or notes for payment.
Moreover, I am not prepared to say .that the acts alleged in the complaint to be acts of malfeasance and misfeasance, are shown by the complaint to be or to have been acts of malfeasance or misfeasance.
It can hardly be contended that the other count or part of .the complaint states a cause of action. The South Carolina law is not stated so as to show the liability of the defendant by it. The fair inference is not that the *650plaintiff, as the holder of the bank notes or bills, is a creditor within the meaning of the South Carolina act, as far as it is stated.
[New York General Term, January 4, 1869.The amount of stock held by the defendant is not stated, and is conceded in the complaint to he unknown; and the fair inference from the complaint, and from the law as far as stated, is, that the liability of the defendant as a stockholder could only be enforced in the courts of South Carolina.
The order appealed from should be reversed, with costs, and there should be judgment for the defendant on the demurrer, with costs.
Clerke, Sutherland and Geo. G. Barnard, Justices.]