The law of 1850 must govern this case, by which stockholders are only liable to the extent of their stock. The witnesses, having sold out, had no interest in the result of this action. (Angell & Ames on Corp. p. 657, Sec. 652.) The statute of 1853 cannot apply, as by its terms old corporations remained under the Act of 1850, unless they choose to avail themselves of the provisions of the Act of 1853.
To have excluded the evidence of the witnesses, it should have been shown that the property of the corporation was not sufficient to pay the claim of the plaintiff.
JUDGES: The opinion of the Court was delivered by Mr. Justice Heydenfeldt. Mr. Chief Justice Murray concurred.
OPINION
HEYDENFELDT, Judge
The defendant is a corporation. Three witnesses were introduced on its behalf, who were members of the corporation at the time the liabilities were incurred for which this action was brought.
By the fifteenth section of the Act of 1853, " to provide for the formation of corporations," the liability of the stockholder continues for " all debts contracted during the time that he was a stockholder."
The witnesses were therefore incompetent, by reason of their interest, and the objection to their evidence should have been sustained.
The judgment is reversed and the cause remanded.