The Hawaiian gazette., 1883-08-08

Before tie ChdToee0T.
Opinion of Judd, Chancellor.
This is Bill in Equity alleging in sub
stance, that the plaintiff, corporation, duly
incorporated under the laws of this Kingdom.
owns a sugar plantation on the island Of
Kauai; that respondent had been manager Of
the said plantation but was on the LIST day of
May, 1888, removed from this position by the
President Of the corporation, in accordance
with vote of the directors and of the stock
holders of said corporation, at meeting at
which respondent was present, the whole
number of shares in the corporation being 800,
and the holders of 2251s shares voting in
favor of this action.
That one Louis Alborn was thereupon duly
appointed as manager and proceeded to Kauai
and requested the respondent to make over to
him the management of said plantation pursu-
ant to said order of removal, ETC., but this the
respondent refused TO do and he still refuses
TO resign or transfer to said Alborn the man
agement of the plantation: that by reason Of
said acts and doings on the part Of the respon-
dent the plaintiff corporation is liable to suffer
irreparable damage and injury in respect of
the crops and labor and otherwise concerning
the plantation, and they have no adequate re-.
lief therefor except in Court Of Equity by an
injunction ordering and enjoining him 1.-THE
respondent) not to interfere in any way with
the management or charge or control of said
plantation and to transfer and deliver the
management and all things pertaining, to said
Alborn, etc. that the respondent is only in
teres!ed in the plantation as mortgagor Of az
shares to Ii. Hackfeld g. Co., ETC., ETC.. The
bill prays for an injunction as above, and that
after answers and proofs the injunction be
made perpetual.
At the hearing, the respondent demurred
generally, alleging for cause that the bill does
not disclose any equitable jurisdiction; that
this case is apparently for the purpose of try
ing a question of title to an office and the
proper sremedy is 10y quo ,cGrTaHto; that
equity has no jurisdiction over questions Of
title
l am referred to High on Injunctions
Sl2l0. where the author says " Nor will a
Court Of Equity, at the suit of stockholders
of corporation, restrain its officers from the
exercise Of their functions, since such restraint
would be equivalent to removal from office,
and over such a subject equity has no juris-
diction."
Also, H. sl25O: "Where the only point is
the legal question of the authority of NUM-
cipal officers to perform particular duty and
no irrepaTable injury is shown to result from
their assertions of authority, an injunction
will be denied, and the parties aggrieved will
be left to determine the questions of authority
by proceedings in quo 1cGITGllt0." Citing
Brown VS.. Reding, so, n. II. 1856. Also, Id,
Sl235, 1T is also to be observed that courts
of equity do not entertain jurisdiction over
corporate elections for the purpose Of deter
mining questions pertaining to the right or
title TO corporate Offices, since such questions
are properly cognizable only in. courts of law,
the appropriate remedy being by proceedings
at law in the nature of quo 1cd1Tmto. Citing
Mickles VS.. Rochester City Bank, IL, Paige
lis. HART vs. Harey, 80, Barb. So.
In this latter case the court say cit seems
10 me that upon these authorities it is impos-
sible to hold that there is any jurisdiction in
court of equity to determine the right to an
office, unless the jurisdiction attaches by
reason Of some considerations in the particular
case, by reason of which the court of law can
not furnish adequate relief"
Our own statute Chap. XXXIX of the Acts
of 1876, defines the Writ of 9uO WHTaj,t0 to
be can order directed to person who
claims or usurps an office in a corporation in
quiring by what authority he claims to hold
such office"
These authorities seem 10 lay down the law
correctly and l do not dispute their sound
ness. But is the question raised by the Bill
one of title 10 an office in a corporation? l
think not, A manager of the sugar plantation
owned by the corporation is not in any sense
an officer of the corporation. He is not al
legged to be so in the Bill.
An action in the nature of quo UdTTdHt0
does not lie against the secretary and treasurer
of railroad company who is a mere servant,
holding at the will of the directors"
7
The coufrn thaEs say The only effect of
judgment against the defendaif would be his
removal from office; but such a Judgment
would be nugatory, for the directors might
Immediately reinstate him." Citing Common
wealth vs. Dearborn Is Mass, l25 and the
King VS.. Corp of the Bedford level, East,
556
l fail to..see how the Writ of quo paTdnto
could be made to apply or would afford the
relief-desired, even if it be conceded that the
managership Of the plantation is an office in
the corporation and that respondent is holding
or usurping it without authority.
The Judgment which the court would pro-
nOunce, if in favor of the applicant, would be
of custer. This merely settles the title to the
office and the court would declare him +" not
qualified to fill the Office of which he performs
the duties, and forbid him to perform them
any longer" Chap. XXXIX Laws of 1876
SIO-4l. 1t must be borne in mind that the de
murrer assumes that the facts alleged i'll the
Bill (though not its inferences) are true, even
though raising jurisdictonal questions
Now the Bill alleges that respondent has
been removed from the position as manager by
the President of the corporation, pursuant to
resolution of the directors and share holders,
and that by refusing TO surrender the manage
mcnt and control of the plantation, the proper
ty of the corporation, great and irreparable
injury in respect to the labor and crops and
otherwise concerning the plantation may re
suit" In deciding this demurrer these allie
cations must be considered to betrue
1t will be noticed that in many of the cita-
tions from authorities above made, the courts
qualify the statement that court of equity
cannot try questions of title to office by ex-
pressions similar to the following, "uness the
jurisdiction attaches by reason of some con-
sideration in the particular case, by reason of
which the court of law cannot afford adequate
relief" 80 Barb. So and 2 High hi. Sl256.
After an enumeration Of the various cases in
which the remedy of Injunction may be ap-
piled given in billiard on Injunctions p. s, the
author says, "These however, are far from
being all the instances in which this species
Of equitable interposition is obtained. 1t
would indeed be difficult to enumeFate them
all; for in the endless variety OF cases in
which plaintiff is entitled to equitable relief,
if that relief consists in restraining the COM
mission or continuance of some act of the de-
fendant, court of equity administers it by
means of the Writ of Injunction" The
extent to which the jurisdiction may be car
ried is not marked out by any adjudged case,
and from the nature of things it must forever
remain underlined"
Lord Redesdale in his summary of the
general objects of equity jurisdiction gives as
one of them (6). To restrain the assertion
of doubtful rights in a manner productive
of irreparable damage" Story's Equity
Pl. S472. The object sought for in the
Bill before me is analogous.
The acts of a removed manager of a sugar
plantation in declining to surrender full con
troll or by interfering with the management
might be considered as a continuing trespass
and if this be coupled with an allegation that
great and irreparable damage is likely to be |
occasioned by such acts of respondent, there |
is no doubt in my mind, of the jurisdiction of
a court in equity to restrain them.
The Bill substantially covers this ground. |
l therefore override the demurrer; respondent
may answer over in ten days.
Smith a. Thurston for plaintiff f NJ |