(dissenting):
I respectfully dissent.
I deem the affirmance of the present action to be erroneous in two respects. First, the claim asserted by the Farmers1 in the trial below, and adopted by the triers of fact therein, should have been precluded by the doctrine of res judicata. Second, the trial court’s denial of the Bank’s motion for a directed verdict on the issue of contract termination with respect to Dairymen should have been granted, as (1) the evidence appearing of record establishes, as a matter of law, that no such termination occurred, and (2) the verdict establishing such termination and consequently finding a debt owed to Farmers directly by Gossner constituted an improper adjudication of Gossner’s rights.
The majority’s disposition of the Bank’s claim of res judicata reflects a fundamental misconception of the role of that doctrine, both in general and as it relates to the action in interpleader presently before this Court. In answer to the Bank’s invocation of the principle, the majority states that the Bank is asserting only that the factual issue of a debt between Gossner and Farmers is precluded, and that such a claim is invalid since Gossner, in his individual capacity, was not a party to the prior action, the parties defendant in that action being Dairymen and Cheese Company.
*718Res judicata operates not to prevent the relitigation of isolated issues of fact which were argued or arguable in a prior proceeding, but to preclude the assertion of an entire claim which was or should have been raised in the first action.2 Its underlying purpose is to lay to rest those disputes existing between the parties to a given lawsuit which were or should have been raised pursuant thereto, the parties having fairly been given their day in court.3 It is generally accepted in this, as in other jurisdictions, that the doctrine is properly applicable: (1) as between the parties to the prior litigation; (2) where the prior action proceeded to judgment on the merits; and (3) where the subsequent dispute arises out of the same cause of action forming the basis of the prior litigation.4 These three elements being present, all claims of right arising from the original plaintiff’s cause of action are extinguished, and the right represented by judgment is substituted therefor, the original claim and all others relating to the cause of action merging therein.5
The Weber County judgment in favor of Farmers and against Dairymen, was a valid judgment on the merits. The law recognizes that a judgment obtained by default has no less validity than one following plenary proceedings.6 The default in the Weber County suit was not the product of any stipulation regarding parties to, or claims available under, the present action.7 The first requirement is thus satisfied.
It is with the second element of res judi-cata, identity of parties to the dispute, that the majority seems to take issue. Since Cheese Company, not Gossner, was joined therein, reasons the decision, such identity is lacking.
The application of res judicata does not depend on an identical roster of parties in both actions. Concisely stated, the rule is that a prior judgment is binding as between the parties thereto (and their privies) in any subsequent proceeding between those same parties.8 The presence or absence of additional parties to either action is irrelevant unless such additional parties are either invoking or defending against the application of the rule.
Gossner’s role in the present action is that of stakeholder in an interpleader action. Interpleader is said to proceed in two stages. In the first, the stakeholder (unless he is asserting a claim in the stake in his own capacity) admits the debt in question and petitions the court to resolve the identity of the creditor between, or among, rival claimants thereto. In the event that the action is adjudged proper for interpleader, the stakeholder deposits the funds, or a bond therefor, with the court, and is dismissed. The action then proceeds as a nor*719mal civil suit, the rival claimants to the stake being the parties in interest.9
Thus, in the present action, Gossner’s non-participation in the prior action is wholly irrelevant, in that he is neither claiming or defending against the application of res judicata. The actual parties in interest, the merger of whose dispute is in question, are Farmers and the Bank, Dairymen’s privy.10 In short, the parties to the dispute in Weber County are the parties to the present dispute. It is true, as the majority implies, that had Farmers raised their present claim in the Weber County proceeding, they would have had to join Gossner. The Weber County judgment, however, was determinative of that claim which could be valid only in the event of a termination of the marketing agreement with Dairymen. Since the party before the court below which disputed such an implied ruling was Farmers, not Gossner, identity of the parties to the dispute is preserved.
It is likewise clear that both claims made by Farmers arise out of the same cause of action. A precise definition of “cause of action” as it relates to res judicata has never been agreed on. With the abandonment of strict common law pleading and the move to broader, permissive pleading rules, the scope of a given cause of action has been expanded in order to perpetuate the underlying purpose of the doctrine — to regard as resolved all matters which were or could have been raised.11 It is often said that both disputes must relate to the same subject matter,12 and draw on the same underlying factual questions and evidentia-ry foundation.13 Where the foregoing are present, it is generally regarded as inconsequential that the respective claims are different as to form or theory of recovery.14
Applying the foregoing principles to the present case, it becomes clear that the action in Weber County, and the present action, entail the same subject matter (payment of funds for milk purchased by Goss-ner) and rest on identical evidentiary questions (the continued viability of the marketing agreement with Dairymen, and failure of payment for the months in question). In the former action, Farmers sought to recover on a theory of breach of contract, while in the latter, they seek recovery pursuant to novation of contract, substituting Gossner as the debtor. The difference, however, cannot defeat the common derivation of both claims from the transaction in question. Again, it is true that the present claim would have gone against a different party in the prior suit, but this cannot be viewed as altering the nature of the underlying cause of action.
It seems clear that Farmers are currently pressing a claim which they could have, and should have, pursued before this time. To relieve them of the legal obligation of judicial frugality by permitting adjudication of a claim against the Bank which they deliberately omitted from their first suit against Dairymen is arbitrarily to deny to the Bank the benefit of a legal defense to which it is fully entitled.
Even if the propriety of adjudicating Farmers’ claim in the court below be conceded, the nature of the pleadings and proof in the present action render inescapable the trial court’s error in submitting the question of contract termination to the jury. Bank timely made a motion for a directed verdict on this point, which motion should have been granted by the trial court.
*720The evidence in the trial being clearly established that Farmers, on April 9, 1975, notified Dairymen of their intent to terminate the marketing agreement, evidently due to Dairymen’s financial uncertainty at the time. Thereafter, Farmers instructed Thornley, Dairymen’s milk delivery agent, to transport the milk formerly sent to Dairymen directly to Cheese Company. Farmers then approached Gossner asking direct payment for milk delivered. By Farmers’ own testimony, Gossner refused such an arrangement, stating that he wished legal confirmation of the termination and substitute arrangement in order to escape double liability in the event Dairymen became insolvent. Thereafter, through the summer of 1975, though Thorn-ley delivered to Cheese Company directly, Gossner, or Cheese Company, paid Dairymen as per the terms of the marketing agreement. Dairymen, in turn, refused to recognize Farmers’ termination declaration as binding, and continued to make payments to Farmers, which payments were accepted through November of that year. The present action arose only when the last three payments failed to clear the bank.
It is unreasonable to conclude, under such circumstances, that a valid termination of contract was effected. Farmers’ attempt at termination amounted to a repudiation of the marketing agreement.15 The majority’s observation that Farmers were not bond servants to Dairymen under the contract is well taken. But neither were they bound by their own repudiation; a repudiating party may withdraw the repudiation at any time before the other party to the agreement undergoes a material change of position.16 The evidence makes it clear that Farmers attempted to substitute an agreement directly with Gossner in the form of a contract novation, in which effort they were unsuccessful.17 Farmers’ subsequent resolution to continue accepting payment from Dairymen, while making no demand therefor from Gossner or Cheese Company, for the better part of a year, inevitably signals an election tacitly to bow out of the termination demand. To permit them to unearth that demand only when the final three payments had failed to clear, and after their initial pleadings in the present action openly acknowledged the continued viability of the marketing agreement with Dairymen, would be to turn a deaf ear to the entire trial record.
A further difficulty regarding the actions of the court below in submitting the matter here under consideration to the jury lies in the propriety of permitting the matter to continue as one in interpleader. Gossner’s complaint in interpleader reflected Farmers’ then-prevailing theory that its right to payment in this action derived from the Weber County judgment. The prayer for relief therein acknowledged that the debt in question was owed to Dairymen, but asserted uncertainty regarding whose derivative claim thereon was superior — Farmers’, by reason of the judgment, or the Bank’s, by reason of the security interest. Nowhere did Gossner admit to any obligation to Farmers directly. The amendment of Farmers’ pleadings to reflect such a theory rendered the matter improper for inter-pleader, as all issues relating to the transaction could no longer be resolved without joining Gossner as a claimant,18 or securing from him a further admission.19 If it be *721asserted that Farmers’ present claim is sufficiently novel to avoid preclusion under res judicata, it must likewise be admitted that it is urged against a party not joined as an adverse claimant, and the submission of the termination issue to the jury marked a judicial willingness to determine the rights and obligations of that party without bringing him into court on a proper counterclaim. Such a course of action is improper under Utah procedural law.20
For the foregoing reasons, I submit that the instant case should be reversed and remanded to the trial court with directions to enter judgment in favor of the Bank.
. This opinion will adopt the majority’s system of party identification.
. See Belliston v. Texaco, Inc., Utah, 521 P.2d 379 (1974); Bordeaux v. Ingersoll Rand Company, 71 Wash.2d 392, 429 P.2d 207 (1967).
. Adams v. Davies, 107 Utah 579, 156 P.2d 207 (1945); Wheadon v. Pearson, 14 Utah 2d 45, 376 P.2d 946 (1962); Heiser v. Woodruff, 327 U.S. 726, 66 S.Ct. 853, 90 L.Ed. 970 (1946).
. East Mill Creek Water Company v. Salt Lake City, 108 Utah 315, 159 P.2d 863 (1945); Wheadon v. Pearson, cited supra; Mid-Continent Casualty Company v. Everett, 340 F.2d 65 (10th Cir., 1965).
. Yergensen v. Ford, 16 Utah 2d 397, 402 P.2d 696 (1965); Adams v. Davies, cited supra.
. Morris v. Jones, 329 U.S. 545, 67 S.Ct. 451, 91 L.Ed. 488 (1947); Gwynn v. Wilhelm, 226 Or. 606, 360 P.2d 312 (1961).
. It should be noted in this regard that the Weber County judgment was the product of no stipulation whatever. Dairymen defaulted simply by failing to appear. Cheese Company was dismissed from that action by stipulation, apparently with the understanding that Gossner, in turn, would file the present action. Cheese Company had not, however, been joined in that suit under any theory of separate liability which the stipulation reserved for this action. Cheese Company was joined simply as a debtor of Dairymen (a capacity wholly inconsistent with Farmers’ present claim), and the suit sought merely to freeze the assets owing Dairymen pending the issuance of a writ of garnishment. Its release in no way worked a stipulation to the advancement of Farmers’ present theory of recovery.
. See generally IB Moore’s Federal Practice para. 0.41 l[lj.
. 3A Moore’s Federal Practice para. 22.14[1]; see also Rule 22, Utah Rules of Civil Procedure.
. That the Bank stands in privity with Dairymen as successor in interest to the latter’s accounts receivable, see Restatement, Judgments, § 89; Golden State Bottling Company v. NLRB, 414 U.S. 168, 94 S.Ct. 414, 38 L.Ed.2d 388 (1973).
. Belliston v. Texaco, Inc., cited supra; Williamson v. Columbia Gas & Electric Corp., 186 F.2d 464 (3rd Cir., 1950).
. See, e. g., In re Potts, 142 F.2d 883 (6th Cir., 1944).
. Hill v. Cole, 195 Okl. 297, 157 P.2d 165 (1945); Meder v. CCME Corp., 7 Wash.App. 801, 502 P.2d 1252 (1972).
. Wheadon v. Pearson, cited supra; Solarana v. Industrial Electronics, 50 Haw. 22, 428 P.2d 411 (1967).
. Pitcher v. Lauritzen, 18 Utah 2d 368, 423 P.2d 491 (1967).
. See generally 4 Corbin on Contracts, § 980.
. That novation of contract requires approval of the substitution by all parties thereto, see 15 Williston on Contracts, § 1869.
. It is of note that the stipulation filed with the court in this case specifically forecloses any right in Farmers or the Bank to bring a claim against Gossner directly: “(Defendants) hereby stipulate and agree that they will not continue or institute any legal action against the plaintiff in any State Court or United States Court that in any manner concerns the subject matter of this action.” Farmers are thus precluded by their own agreement from moving against Gossner directly; a fortiori, they should be barred from securing what is, in effect, a judgment against him.
.Rule 22, Utah Rules of Civil Procedure; see also First National Bank of Portland v. Noble, 179 Or.2d 26, 168 P.2d 354 (1946).
. See Rule 19(b), Utah Rules of Civil Procedure.