The Hawaiian gazette. [volume] (Honolulu [Oahu, Hawaii]) 1865-1918, 1883-08-08

Opinion of Judd, Chancellor.
This is a Bill in Equity alleging in sub
stance. that the plaintiff, a 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, 1858, removed from this position by the
President Of the corporation, in accordance
with a vote Of the directors and of the stock
holders Of said corporation, at a meeting at
which respondent was present, the whole
number Of shares in the corporation being 300
and the holders Of 225ls 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 be 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
iTeparable 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 a 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 tue
management and all things pertaining, to said
Alborn, etc. that the Respondent is only in
terested IN the plantation as mUrtgagor OF 74ls
shares to II. Hackfeld & Co., ETC., etc. The
bill pTays for an injunction as above, and that
after answers and proofs the injunction lie
made perpetual.
AT tho hearing he raaf,opd.t,f Il al
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 by geo JraTaHiO; that
equity has no jurisdiction over questions Of
title.
am referred to 2 High on Injunctions
Sl2lO. where the author says " Nor will a
Court Of Equity, at the suit Of stockholders
Of a corporation, restrain it's 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, III Sl25G: "where the only point is
the legal question Of the authority Of NUM-
cipal officers to perform particular duty and
no irreparable 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 gro 'rmTU1i0." Citing
Brown VS.. Reding, so, n II. 1856. Also, ID.
sl235, at 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
al law IN the nature Of yBD 5cdTTdEtO. Citing
Mickles vs. Rochester City Bank, II, Paige
lis. HART VS.. Harey, 32, Barb. So.
In this latter case the court say 3" 1t seems |
10 me that upon these authorities it is impos- |
sibie to hold that there is any jurisdiction in |
a 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. XXXIN Of the Acts |
Of 1916, defines the Writ Of ono JmTUitg to |
be =" an order directed to a person who |
claims or usurps an Office in a corporation in
quiEing by what authority he claims to hold |
such office.
These authorities seem to lay down the law /
correctly and | do not dispute their sound |
ness. But is the question raised by the Bill |
one OF title 10 an Office in a corporatiOn? ] |
think not. manager Of the sugar plantation |
owned by the corporation is not in any sense |
am officer Of the corporation. He is not al
legged to be so in the Bill.
An action in the nature Of gu0 rIyraat0 |
does not lie against the secretary and treasurer
Of a railroad company who is a mere servant, |
holding at the will OF the directors"
People vs. Hills Lansing 200