Unless this court has jurisdiction of an action or proceeding to dissolve a corporation created by the laws of this state, and distribute its effects among its creditors, through a receiver, or to inquire into the validity of its proceedings to elect its officers, and to restore one unlawfully displaced, there is a misjoinder of causes of action and of parties.
To an action against a corporation, to recover of it a mere money demand, its officers are neither necessary nor proper parties.
It is not pretended that this court, prior to the Code, had jurisdiction of any visitorial powers over a corporation, or of any proceedings instituted to obtain a decree dissolving if, and distributing its effects. Such powers could only be exercised by, and such proceedings could be had only in, the court of chancery. (2 R. S., 462 to 472.)
Under the present.constitution and-the judiciary acts of 1847, the supreme court was vested with the general powers and jurisdiction previously possessed and exercised by the court of chancery. There is no law conferring any such jurisdiction and powers upon this court, unless they are granted by sub. 3 of § 33 of the Code. Reading that so as to make its terms confer the most extensive jurisdiction which they are capable of granting, it gives this court jurisdiction of ail actions against a domestic corporation, “ upon any cause of action arising thereinthat is, in this state.
These terms are not more comprehensive than those of section 427, which declares, that an action against a foreign corporation may be brought in this court, “ by a resident of this state, for any cause of action.”
I think section 33 includes only such actions as are or may be brought to enforce or protect some right, or redress or prevent some wrong ; and as are brought in only those cases in *46which the corporation is to he proceeded against, and dealt with throughout, as a subsisting corporation.
If these views are correct, the only cause of action stated in the complaint, on which the plaintiff can have relief in this court, is the one on which he bases his claim to recover from the corporation the sum of $500. To an action upon such a cause of action, the corporation is the only proper party. I think the demurrer is well taken. The plaintiff may amend his complaint on payment of costs.