In the order of reference is the following: “This cause being heard, and it appearing to the court that the trial of this part of the action entitled L. 0. Yaughan, J. A. Roland, Mrs. J. A. Roland, *772Meyer Sternberger, Mrs. Nora McCracken, Jobn W. Summers, and Cecil Gant, preferred stockholders, v. Pomona Mills, Incorporated; Norman A. Boren, receiver; J. E. Latham, P. C. Rucker, C. W. Causey, J. C. Watkins, G. 0. Hunter and Fielding L. Fry, requires the examination of several long accounts; that the complexity of the pleadings and the number of parties precludes the possibility of a proper and fair representation of the matters at issue to a jury and that it is a proper case for reference.”
To the above reference, the parties before mentioned excepted, assigned errors and appealed to this Court. We think the reference proper under the facts and circumstances of this case. The Pomona Mills, Incorporated, was duly placed in the hands of a receiver, Norman A. Boren. The order of reference affects solely parties to the action. N. 0. Code, 1931 (Michie), section 460, in part is as follows: “The court either between the terms, or at a regular term, according to the nature of the controversy may determine any controversy before it, when it can be done without prejudice to the right of others, but when a complete determination of the controversy cannot be made without the presence of other parties, the court must cause them to be brought in,” etc.
Under an order not appealed from, the defendants, J. E. Latham, P. C. Rucker, 0. W. Causey, J. C. Watkins, G. 0. Hunter and Fielding L. Fry, were made parties to the original action; complaint was duly filed and the defendants above named, with one exception, filed answer to same. Answer was also' filed by Norman A. Boren, receiver.
N. 0. Code, 1931 (Michie), section 507, in part is as follows: “The plaintiff may unite in the same complaint several causes of action, of legal or equitable nature, or both, where they all arise out of: (1) The same transaction, or transactions connected with the same subject of action.” The general rule which may be deduced from the decisions is that, if the causes of action be not entirely distinct and unconnected, if they arise out of one and the same transaction, or a series of transactions forming one dealing and all tending to one end, if one connected story can be told of the whole — they may be joined in order to determine the whole controversy in one action. Trust Co. v. Pierce, 195 N. C., 717; Shaffer v. Bank, 201 N. C., 415; Craven County v. Investment Co., 201 N. C., 523. An action arising upon a contract united in the same complaint with one arising in tort is not a misjoinder, and a demurrer thereto will not be sustained “where they arise out of the same transaction or are connected with the same subject of action.” Hawk v. Lumber Co., 145 N. C., 48.
In Craven County v. Investment Co., 201 N. C., 523 (530), supra, we find: “The motion to strike out certain allegations is based upon *773the contention tbat the complaint sets out two causes of action wbicb are distinct and unrelated, one in contract, another in tort. It is insisted tbat tbe cause stated in tbe first nineteen paragraphs is ex contractu and tbat tbe cause stated in tbe remaining paragraphs is ex delicto, and tbat tbe two cannot properly be united in one action. True, at common law there could be no such joinder. Logan v. Wallis 76 N. C., 416; Doughty v. R. R., 78 N. C., 22. But under tbe reformed procedure it is held as a general proposition tbat several causes may be united if they arise out of tbe same transaction or a transaction connected with tbe same subject of action, whether legal or equitable, whether in contract or in tort. Cook v. Smith, 119 N. C., 350; Daniels v. Fowler, 120 N. C., 14; Reynolds v. R. R., 136 N. C., 345; Hawk v. Lumber Co., 145 N. C., 47; Worth v. Trust Co., 152 N. C., 242.”
In Texas Co. v. Phillips, ante, 355 (357-8), we have recently written on tbe subject of reference, and will repeat: “N. C. Code, 1931 (Micbie), section 573, in part is as follows: ‘Where tbe parties do not consent, tbe court may, upon tbe application of either or of its own motion, direct a reference in tbe following eases: (1) Where tbe trial of an issue of fact requires tbe examination of a long account on either side, in wbicb case tbe referee may be directed to bear and decide tbe whole issue, or to report upon any specific question of fact involved therein.’ Tbe pleading of plaintiff and tbe answer of tbe defendant, indicated ‘the examination of a long account on either side.’ Tbe defendant set up no plea in bar. Lumber Co. v. Pemberton, 188 N. C., 532. In Bank v. Evans, 191 N. C., 535 (539), is tbe following: ‘It is generally agreed tbat tbe civil issue dockets of tbe State are greatly congested by reason of tbe overwhelming increase in business incident to tbe progress and expansion of commercial and industrial activities, and for this reason, it is perhaps, not amiss to be reminded of tbe practical wisdom contained in an utterance by Faircloth, C. J., in Jones v. Beaman, 117 N. C., 259: “Our statutes relating to trials by referees serve a useful purpose, and must be liberally construed. They aid and simplify tbe work wbicb would otherwise fall upon tbe court and jury, and often expedite the litigation and save tbe parties from trouble and expensive trials, and are a saving in time to witnesses and attorneys.” ’ ” Citing numerous authorities. Bank v. McCormick, 192 N. C., 42.
Facts succinctly stated are as follows: This action by Fry on behalf of all other stockholders of Pomona Mills, Incorporated, upon wbicb tbe receiver was appointed for Pomona Mills, Incorporated, and tbe preferred stockholders intervened in tbe action on their behalf, made tbe directors of Pomona Mills, Incorporated, parties defendant and set up three causes of action. Their action is based upon tbe contract contained in tbe certificate of stock and tbe charter of tbe corporation. *774The charter provides for the retirement of the preferred stock by the creation of a sinking fund established from the surplus or profit of the corporation. The first cause, of action is one for the purpose of establishing the sinking fund as being among the assets of the corporation in the hands of the receiver and to recover from the sinking fund either the entire amount due these preferred stockholders or their proportionate part thereof. The second cause of action is against the directors on behalf of the receiver for their negligence, misapplication of corporate assets, and mismanagement of the corporation over a period of ten years. From the recovery of the amount sought on behalf of the receiver, to wit: $800,000 it is sought to establish an augmentation of the sinking fund to the amount of $33,000 covering the years 1928, 1929, 1930, 1931, and 1932, when no contribution was made to the sinking fund in accordance with the contract with the directors, to wit: the preferred stockholders. There then follows the same demand for a recovery of the sinking fund to be applied to the payment of the entire stock of these preferred stockholders or their proportionate part. The third cause of action is on behalf of the preferred stockholders directly against the directors by reason of the same allegations of negligence, misapplication of assets, and mismanagement of the corporation, as alleged in the second cause of action, .the recovery on behalf of the preferred stockholders being directly from the directors and being the balance of the amount not realized from the first and second causes of action.
The defendants, J. E. Latham, P. C. Rucker, O. W. Causey, J. C. Watkins, and Fielding L. Fry, contend in their brief: “From failure after diligent effort on their part to find any North Carolina case expressly defining 'long account,’ counsel conclude that there is no such case.”
Speaking to the subject in 53 C. J., in part, section 21(2), pp. 687-8, we find: “Although there is authority to the contrary, all the issues of fact in the action need not relate to an account to authorize a reference of the action. And an action, in order to be referable as involving a long account, need not necessarily be an action based on an account or an action for an accounting. Where the principal issues presented are questions of law not involving nor involved in an accounting, the whole case should not be referred to a referee to hear and determine the issues. But in order to authorize a reference of the entire action, the account must be directly and not merely collaterally or incidentally involved; in other words, the account must be the primary or immediate object of the action, or the substantial subject of the issue.”
N. C. Practice and Procedure in Civil Oases (McIntosh), page 562: “In cases involving complicated accounts, the reference is analogous to *775tbe old equity practice in a reference to the master, the report to be made to the court and finally disposed of on exceptions. The parties are entitled to a jury trial upon issues of fact, but the jury cannot investigate and settle the items in such accounts, and a reference is necessary. What is a ‘long account,’ so as to justify a compulsory reference, is not easily defined and must depend upon the circumstances of each case, but where the transactions are simple, and the calculation may be easily made a compulsory reference should not be ordered.”
In Mfg. Co. v. Horn, 203 N. C., 732 (733), it is said: “There is no statutory or judicial definition of a ‘long account.’ Indeed, the expression is perhaps less complicated than any definition thereof. Obviously a correct conclusion as to whether an account was dong’ would depend upon the facts and circumstances of a given case. The tendency of Appellate Courts generally is to construe liberally the reference statute, and the Court is of the opinion that the account in controversy was correctly classified by the trial judge.”
Black’s Law Dictionary (3d edition), page 1130, citing numerous authorities: “Long account: An account involving numerous separate items or charges, on one side or both, or the statement of various complex transactions, such as a court of equity will refer to a master or commissioner or a court of law to a referee under the codes of procedure.”
The splitting of these causes of action by reference is not ordinarily allowable. In O. J., supra, section 24(c), is the following: “Where several causes of action are joined in the complaint and only one or several, but not all, are referable, plaintiff is not entitled to an order of compulsory reference. But a reference may be ordered where several alleged causes of action are set forth, but in reality there is but one cause of action which is referable. Moreover where a referable action in contract is consolidated with a tort action, which is nonreferable under the rule hereinafter stated, and the tort action is barred by reason of the statute of limitations, the contract action may be referred.”
Under a liberal construction supra given to section 573(1), we think under the facts and circumstances of this case, that the court below properly referred the matter. The practice and procedure is thus stated in Pritchett v. Supply Co., 153 N. C., 344 (345-6) : “A party may object to a reference, if there is a plea in bar, and appeal at once, if he is so minded, or he may rely upon his objection by reserving his exception, and appeal from the final judgment. This is a convenient practice or procedure, because if the ease goes on and the party who has excepted succeeds finally, by the decision of the referee or the verdict of the jury, his exception to the reference becomes immaterial, and the result shows that no appeal was really necessary to protect his right. He could appeal *776wben the order of reference was made, but was not bound to do so at that time. The practice in this respect has been settled. Kerr v. Hicks, 131 N. C., 92; Jones v. Wooten, 137 N. C., 421; Austin v. Stewart, 126 N. C., 525.”
The able brief of defendants was persuasive, but not convincing under the liberal construction this Court has given to joinder of causes of action and references under the statute. The order or judgment of the court below is
Affirmed.
ScheNCk, J.; took no part in the consideration or decision of this case.