The Big Stone Gap post. [volume] (Big Stone Gap, Wise County, Va.) 1892-1928, 1893-09-07

i to account for the improper use o
i funds, or to restrain them from VIC
lating their trust. That Court @
. Equity, as such, has not jurisdiction
or power over corporate bodies fo1
the purpose Of restraining their op
erations or winding up their concern
f is, | think, we'll settled by difTeren
authorities" See on. this subjec
Verplank Y. Mercantile Inse Co.
Edw CHI. 81; Attorney General V
Bank of Niagra. |. Hop. Clr..e354
Neal Y. Hill, 16 Call. 145. In Tread
we'll V. SALISBURY Manufacturing Go
7 Gray 1913, (G6 Am. Dec. 1907 it is
said 'lndeed it is too well settled
to admit of question, that a court Of
Chancery has no peculiar jurisdiction
over corporations, to restrain them
in the exercise of their powers, 81
control their action, or prevent them
from violating their charters, in
cases where there is no fraud or
breach of trust alleged as the founda-
ton of the claim for equitable relief.
Their rights and duties are regulated
and governed by the common law,
which in most cases furnishes ample
remedies for any excess or abuse of
corporate powers and privileges
which may impcriously affect either
public or private rights. 1t is only
when there is no plain and adequate
remedy at law, and case is present.
ed which entities party to equitable
relief, under some general head Of
Chancery jurisdiction, that a bill in
equity can be maintained against a
corporation. And this rule is appli-
cable to stockholders as we'll as to
other persons. See Angel d Amcs
on Corp, sec. BIZ; Grant on Corp,
II, 271; Morley V. Aston | Phil.
Gu. 100; Hodges Y. New England
Screw Co. I. r. J. $50, (53 Am.
Dec. 6, 24); Baker V. Louisiana
Portable r. r. Co. 81 La. Ann. 754.
The rule is also well established
that corporation claiming redress
for wrongs must proceed through
is regularly appointed agents. 1t
is only when the Company has been
dissolved, or is prevented from pro-
cceding by the misconduct of it's Off
GERS that the stockholders may tnem-
selves proceed in Chanccry for the
protection of their equitable ri ghts.
IF the directors refuse to act, or are
themselves guilty of wrong that
the ma ority OF the stockholders re-
fuse to correct, equity will intervene
at the suit Of a stakeholder. Moraw-
ctz on Private Corp. sect. 239, 3S1,
1856; Moore V. Schoppert % w. Va.
2S2, 29l; Halves V. Oakland 104 Z.
s. 1870, 100; Foss V. lIarbottle, =
Hare 1913.
In this case the compliments al
lcge that they control a majority of
the shares of stock Of the defendant.
If that is so they will have no trou-
bic in calling stockholders meeting
of the Company, and therein SO vot-
ing their stock as to correct the
wrongs Of which they now complain
and fully protect their interests i'll
the future. Unless they are mistak
en- in their claim, it seems strange
that they have not 50 acted before
this, provided they believed the Com
pany was mismanagcd
The appointment of a receiver, al
ways in the discretion of the Court,
will not lie made if it is not for the
best interest Of those concerned that
Che property in controversy should
remain in the hands and under the
control of the owners thereof. This
discretion of the court should be a
reasonable one. governed 10 a great
extent by tho facts as they are pre-
sented In each particular ease, as no
rule generally applicable has been or
can be established. Nor will this
discretion be controlled by the tech
nical legal rights of the paFtioa, hut
all the equities of tho entire case will
be considered. The power of APP
pointment is extraordinary in it's
nature and far reaching in its effect,
and will be resorted to with the ut