Heath v. Ellis

Bigelow, J.

The purpose of this bill is twofold. In the first place, the complainant seeks to enforce a trust against some of the respondents, on the ground that certain property belonging to the “ Ballard Vale Machine Shop ” was conveyed to them in trust to be applied for the use and benefit of all the stockholders and creditors of said corporation; and that he, being a stockholder, has a right to compel them to proceed in the execution of said trust, which he alleges they have failed and refuse to do. The other ground on which the complainant seeks relief is, that he, being a stockholder in said corporation. *604and individually liable under the statutes of the commonwealth for its debts, has been compelled to pay large sums on executions issued against the company, for which he now seeks contribution against the respondents in this suit. Such being the objects of the bill, it is entirely clear, that the demurrer by Farnum, one of the respondents, is well taken.

So far as the bill seeks to enforce a trust, the complainant, being only one stockholder out of many, stands in the same right with all the other stockholders, who have a common interest with him in enforcing the trust set out in the bill. It is a familiar rule of equity pleading, that all persons having a common interest and common object in the subject-matter of a bill, ought to be made parties, or if they are too numerous to render the joinder of all of them practicable, the bill should be brought by some in behalf of all, so that the rights of-all may be duly adjudicated in the final decree. But, in the present case, the bill is brought by the complainant alone, who does not in any way undertake to represent, or to sue in behalf of the other stockholders. It is, therefore, defective for want of proper parties. Story Eq. Pl. § 107; Baldwin v. Lawrence, 2 Sim. & Stu. 18.

So far as the bill rests on the ground of the right of the complainant to contribution from the other stockholders for debts of the corporation paid by him under legal process, he has no ground of relief against Farnum. It does not appear that Farnum is, or ever was, a stockholder in said corporation. His demurrer is, therefore, well taken, because as a bill for contribution against him, the complainant shows no equity.

Demurrer sustained.