How have the courts interpreted the statute of limitations in an action brought by a corporation in which all the stockholders were plaintiffs?

for the purpose of the statute of limitations, the action must be treated as if all the stockholders were plaintiffs. The action is really the action of all the stockholders, as it was necessarily commenced in their behalf and for their benefit. It could not have been commenced by one stockholder for himself alone. It is true that at any time before judgment the original plaintiff, before the others were made parties, could have discontinued the suit, or could have settled his individual damages with the defendants, and have executed a release which would have been effectual as to him. But if he had prosecuted the action to judgment, then the judgment would have been for the benefit of all the stockholders, and he would then have ceased to have control over it, because the rights of the other stockholders would at once have attached thereto. The bringing of the action by this original plaintiff did not prevent the other stockholders from bringing similar actions; but the moment a judgment should be recovered in one action for the benefit of all the stockholders, the proceedings in all the others would be stayed. Innes v. Lansing, 7 Paige, 583. In this case, therefore, it was not necessary that the other plaintiffs should have been joined as nominal [99 N.Y. 195]plaintiffs. The suit could have gone to judgment without their presence as nominal plaintiffs, and the judgment would have been just as effectual and just as beneficial for them as if they had been actually named as parties plaintiff. The suit having been commenced for their benefit, in which full and adequate relief could have been given to them, their rights would not have been barred by any lapse of time if they had not come in as plaintiffs. There was no purpose in their becoming nominal plaintiffs, except that they might have some control of the action, and thus be present to protect and secure their rights, and to prevent a discontinuance of the action by the original plaintiff.

In Cunningham v. Pell, 5 Paige, 607,S. C. 6 Paige, 655, a chancery suit was commenced by a creditor against the directors of a moneyed corporation to enforce their liability for a fraudulent breach of trust, and some considerable time after the commencement of the action the plaintiff amended his bill by inserting an allegation that it was filed also in behalf of all others standing in the same situation; and it was held that a third person, against whose right of action at the time of such amendment the statute of limitations had run, so that he could not have filed the bill himself, could not come in and claim relief against the defendants upon the decree made upon such amended bill. But it is clearly inferable from that case that if the suit had originally been commenced by the plaintiff on behalf of himself and all others standing in the same situation, the action would not have been barred as to any of the persons for whose benefit it was prosecuted by any limitation of time. We therefore conclude that all these plaintiffs stand upon the same footing as to the limitation of time, and that the judgment should be reversed and a new trial granted; costs to abide event.

(All concur.)