Oyster v. Mining Co.

This is an appeal from a judgment overruling a demurrer to the complaint. Briefly stated, the grounds of demurrer are: (1) Misjoinder of parties. (2) Misjoinder of causes of action. (3) Failure to state a cause of action against Iola Mining Co. (4) Failure to state a cause of action against M. L. Jones. These are the only defendants. Without fully analyzing the complaint, it charges that the defendant Jones, with the consent of the defendant Mining Company and its manager, has wrongfully converted the entire corporation and all its assets to his own use, and has manipulated and used the corporation and its property for his own benefit exclusively; that as manager and with the consent of the corporation he has taken exclusive possession of the entire property of the corporation; that his management has been reckless and improvident; that he has disposed of the products of the mine for the deliberate purpose of defrauding the stockholders of the mining company, including the plaintiffs, and preventing an enforcement of their rights. One general object of the complaint is to recover property belonging to the plaintiff, which it is alleged that the two defendants confederated to destroy or place beyond the reach of the plaintiff. The 32,000 shares of stock mentioned in the first cause of action are alleged to have been wrongfully disposed of by the two defendants, and the proceeds divided between them. The 75,000 shares named in the second cause of action, it is alleged, were fraudulently declared forfeited, and were sold by both defendants and the proceeds applied in part to a debt of the corporation already paid. The fourth cause of action alleges that Jones concurred in this disposition of the property to defeat the second cause of action, while the third clause, claiming $5,800 against the corporation, is connected with the second by reason of the fact that $3,000 of the (137) $5,800 went to the said corporation by reason of the fraudulent conversion of the stock mentioned in the second cause of action, and the allegation that Jones, with the consent of said company, has secreted and disposed of the property of the corporation to defeat the collection of the debt due the plaintiff. The complaint also asks for a receiver and injunction to protect the plaintiff's interest in the property and to secure the payment of such judgment as he may recover. *Page 104 The two defendants are so intimately connected in these series of transactions that it would be almost impossible to investigate any of the grounds of complaint, and unravel the tangled skein, unless both defendants are made parties and have opportunity to be heard, and the whole series of transactions is gone into. Under the former system of procedure at common law, where everything was calculated for the production of a single issue, it was essential to exclude all parties and causes of action save one, if possible. The present procedure more nearly resembles the former equity practice. "Where a general right is claimed, arising out of a series of transactions tending to one end, the plaintiff may join several causes of action against defendants who have distinct and separate interests, in order to a conclusion of the whole matter in one suit." Young v. Young,81 N.C. 92. This has been recently followed in Fisher v. Trust Co.,138 N.C. 224, in which Benton v. Collins, 118 N.C. 196, and many other cases of similar purport are collected. Upon the allegations in the complaint, both defendants being called on to answer and having opportunity to defend, the whole matter can be inquired into and the rights of all the parties properly adjusted better and more readily than if the action were chopped up into many distinct and several actions. No error.