, 1866-01-30

Gdnsl shares OF capital stock held BY The
Complainant. wese declared foffaated foe the non.
The hin alleges lhal Ills a.eessnsat wsa made
tEsnduleutly and without d?e design OF enforcing
payment aga1ns the stockholders. brt With The spe
nnd Thai ,hs declsistion Of forfeiture WI made
~ilh The <ane fraudulent intent It also alleges as
fa. thai none Of the Other Stockholders pad nd
snotht1 aet, Lending 10 +how ihst he assessment n
uas fraudulent that the Efock Of pune Of he other
e,oekho1dea was declared forfeited, though none ol
the oibern pali: The aFsessnent Under these alie.
E7t1ops. The assessment aud decaatiun or fctfeit-
ufr ~eEe both fraudulent
"tt appears ffon the bill, that new election Il.
Dincto.s was held On the 39th Of August, ISL, oi
Which l undesstand complainant was one. Tne
, elaTer permits ihe Company 10 6x the time oi
election, and only requires that the DiteetoEs shsi
BE- e}eetsd annually y the stcckhoide1s: Il also
TOR ear, and until their sucre* sp.s fe eIerted
NO objection IS made to the eaiu election 81 tbe
sfh o. August. hui for The resolution OF March
10Th. 1aR, This election would be .nId !; 6ut as no
rnder he resolution. Thst being 70, ihe Director
elected at that time would continue 10 be pftectors
tor one rear from the dale Of their election and mn
I'll their sucoessors were elected Il folIows Tint
my election made beura the expiration qf tht time
q those elected. that ia before the e1h OF A1eQst
1865. would be nnlNty IN eKpre4s coutrayennon 81
sFss heId under no1lce and expressly with view ID
have their term Of o{hce commence afte7 Tho eIpfea
non Q! tne Term Of tbose whote term Of Office e1.
p'Eed on The sNh at August, 1sG5,
cl.,n thoss eeaed IL 1aRas 1SSh 1sSShssrls MsIs
ousted W The sad election pf January.
Al th1s poins m objectionls made that the de-
mn1rcE Il well takcn because the bill ii 1pulltsri.
of;a- thai H. though The Cont haSe jurisdiction
a. 70 TIE ftand ALLEGED and the forfeiture oI ihc
4,ock tnsf u ihe remedy as between these diasreni
respective cla,ms Of Office must be at common law.
As legal proposition this Is cosrect, doubtless
ana This Nas mere contest between the different
settled II ay be conceded that the proper feuledY
uould be a. law But II By no mesns follows that
Court Of Equity haenof Jurisdiction in such case
where re rights Of the disec.oss wcre involved in
ie1 wl'erc Court Of Equity has obtained tuzsdfc-
where. !. is apparent ihss &s pssty WHO Is peopIi5
tie Court adEuoicated on tue rights of the Dlrrctors
4. well ls tho other tacts In The c4se involving
i[nuds nnd when + appears rom the allecatsons IN
waa contaminated ey tho same partles, and was
nrt md parcel Of the tr1n actions which ara alleged
to be fraudulent. Nothing Is more common t6an
tot court q equliy to tske Jurisdiction Of altors
rtapon Of the tFsnaaction being connected With
Diner transactions OF which The Court his iu,f.dIc-
non-the object ofa Court Of Equity being not 10
decide natteEs In detail md by pfecemeal but
to decide oil The equities between the ps.ties
growing ont Of the fane Transaction, or having
connection with each Other and elatin: to the same
alt was upon tbe case TINS shaped that the fn-
junction ras granted In this canse, and rec 10
ground for the assumption that the bill Il muitan-
e sn he matters ,n7pi1ed i apsoiutei1 neess-
<afy That the Court should hold iufitdic13op. and
ecttle not only The rirhts Of tho parties as to the
STOCK, but ofthose who are Ginning TO act officially
THE bill then proceeds 10 detail the mode o,
proceeding thesc parties adopted afeE they had de-
II and .hcn, in efect, By selling ont and d1sposfn
Of ait the frnpchees Of The corporation to smother
nnd rival corporation. On the case thus made il le
apparent that the injunction shonlG be eontinued.
except 60 far ~ cnos the holders OF the original
stock {not including the 200 sharrs of tho complain
ant's) from transferring She sanoe-
.'t appears from the bill thst 700 shares Of the
complainant. held by The defendants. SO far the
Injunction prohibits the transfer OF that stock by
the pazfes, i ought 10 be modified. So far az re-
n Telsfct 10 The increased stock 0oo sharesj tbe
Injunction should be retained.
y There aupea1r to b thirteen individuals to
share eaeh md 80 fsr - he hi saoma It M sr IN
snd psseel Of the original stock subscribed BY
1hs Court aoc. pot feel eslled ppon 10 prevent
one khnrc each. II they desire 10 do so.
sK u is cos.BBS net Bs'es q .1s g d.sea &c r., IT q q
were contemplated by the psrtie. who arrt
connmenced By mixing tho as<cssment Of 81 per
CENT arc L not necessary tAat 1t should be 20 in
order to give the court Jurisdiction over the whole
euh}ect 13a1ter. Ii docs, however, appear whesber
the tchen1e WAS originally cnncocted or not and
Mr.. 0akk1ns wRs Kind OF hcad-centtc from which
all proceedings efe1n to e1naaate. He WIS one OF
the individuals who nnade the assessment one Of
those who declared the forfeiture; he Il the fnaI-
rSdua1 who from time 10 time conveys thirteen
fhares OF Mock to thirteen different petsons nnd he
II The man through whom the final negotiation IL
made for the transfer Of The franchises Of this cprl-
lauy 10 another corporation, 50 That he appears
every slcp thnt was taken to be leading spirit,
and whether he originally designed to accomplish
al he intended TO effect BY these VARIOUS arrange
merits OF not II Is 4pparent that from time 10 time
he vas instrumental 10 Carrying them ont They
arc al 70 connected from The beginning, that they
fern as 4 Whole, and every new arrangement that
WIS made merely tended 10 cpnplicate and render
intricate md difficult Of adiut tmeut the rights Of
The complainant In respect to the origtnsl stock.
II IL 1raniteHt that thcfr Is no w4y 81 which the
compa1naut't riRnts can be yindfcated snd full re-
Lief obtained by him except by deciding the eaut-
'es Of the parties ia relation to all these various
transactions.
The cuty queetiops before me on the demurrer
and mo1on to diseolse, ase whether UPON the fach
A1IeEtd IN the bill there Is case which requires
fhat MI the facts veil pleaded are true. What dir.
iertnt xfpet the detn5ants uay be abe to give The
Gro on the coming In Of the answer and The propfs
when The cauFe comes up for nnal hearing. shall
mol anticipate. The demurrer ts oyesrnled md also
The motion 10 dissolve The lDjuncton, and the In
junction modified 80 ar n II prohibits the holders
of ihc original stock from h1us[ening the eamet