
    No. 700
    WOLFLEY et v. THOMAS et
    No. 19912.
    Supreme Court
    On motion to certify.
    Dock. June 21, 1926;
    4 Abs. 404.
    313. CORPORATIONS — Where at a duly-called stockholders meeting the stock-holders authorize the, employment of an auditor to make an audit for the purpose of determining whether or not a sale of the company’s assets is advisable, are such stockholders personally liable for the service rendered in said audit?
    Attorneys — F. S. Monnett & O. R. Crawfis. for Wolfley et; O. E. Davis, for Thomas et; alí of Columbus.
   Beman Thomas & Company, a partnership brought this action originally in the Columbus Municipal Court against J. T. Wolfley and five other stockholders in the Cedar Falls Oil & Refining Company, a corporation, for services rendered in making an audit of the company’s books.

It appears that a stockholders’ meeting of said Oil Co. was duly called for the purpose of considering the sale of the company’s assets or the exchange of stock in said corporation for stock in another company; and the stockholders present, in order to be in a position to- vote intelligently, passed a motion providing for the appointment of a committee tc procure an audit of the company’s books in order that the stockholders might vote intelligently on the question being discussed. Pursuant thereto Beman Thomas & Company was employed to make an audit and this service is the subject' of the account sued on.

The suit was brought against several of the stockholders individually and judgment was rendered in the Municipal Court in favor of Thomas. Upon appeal to the Franklin Common Pleas judgment'was rendered for Thomas which judgment was affirmed by the Court of Appeals.

The stockholders in the Supreme Court contend:

1. That the court erred in overruling a demurrer to the petition because said petition did not state facts sufficient to constitute a cause of action; there was a defect in parties defendant; and that the Thomas & Company had no legal capacity to sue.

2. That the liability was a corporation liability and not one of the stockholders.  