Birmingham age-herald., 1894-12-02

cannot be aided by equitable principles tending to support another. As hold over directors they cannot try their right to the office in this forum. A court of equity never undertakes to settle the right of a claimant to an office in q corporation. It does decide such a question when such decision Is necessary to correctly determine another Independent equity of which It has jurisdiction, and in such cases the decision
 does not settle the right to the office except for the purpose of that suit. As in an in- junction akainsl waste court Of chancery may be required to determine in whom the title to realty is, but the title is not thereby settled between the parties as it would be in an action of ejectment, but it is a collateral inquiry necessarily made ip the determine ton Of the issue of waste or not.-Johnston ys. ys. Jones, g N. J. Eq. 2l6; Moses vs'
 Tompkins, s4 Ala, SIS; Mack Vs. DeBar- deleben. 90 Ala, s96; High on hi, sec- tion 1235.
 For this reason complainants can have no relief by this bill as hodover or busted directors claimng such offices. Besides this, they do not claim to have been elected for another term at the October meeting. By their own act, after participating in the voting, tbe announcement of the result of the election was by an injunction pre- vented, and they cannot be heard 10 say that therefore no one was elected, and tLey have right to hold over whether anyone else was elected in fact or not. But others | may have been elected. Compliments do n ot affirm to the contrary, except that as
 matter of law they contsnd that there could be no election when there was no consumm ation of the election by an ascer- tainment and announcement of the result of the bslloting. Sucu IS not the law The election is determined by the casting of the ballots, the counting of the ballots after they are cast, and making the an- nouncement of the result is merely mat ter of information. The state vs. Smith, 19 Am. and Eng. Corp. cases, 496; Cook on stockh olders, section sos.
 2. Are complainants entitled to the iu- junction prayed for as stockholders Of the Alabama company. They are stockholders to the extent of share each, three shares out of l56, 500 shares. Doubtless court of equity should interfere by inj unc- tion to protect substantial interests of any stockhoider or stockE olders from irrepar- able injury at the hands of usurping drec- tors, but this strong aid of the court can only be invoked by one who makes it sat- isfactorily appear that it is necessary to protect him from "substantial and posi- tive injury" It is not only necessary that irreparable wrong has been or is about to be committed, but 1t must be connected with injury to the person seeking relief.- High on hi. sections and ?.
 The bill alleges that complainants are stockholders, the answers allege that they are not owners of the stock, but that they hold each one share as naked trustees for the defendant Alabama Great Southern Railroad com pany, limited, the same hav- ing been assigned to them by said English company merely for the purpose of com plying with certain formalities required by the Alabama law.
 Compiainants contend that this aver ment of non-ownership by the answer is new matter, which cannot be considered on this motion to dissolve the injunction. If complainants' averment that they are 'stockholders' gives them standing to se- cure an inj ju uction 1t Is because the use of that word carries with it an implication that a stock older is a stock owner, having q substantial interest in the corporate property. The answer is decidedly re- sponsive to this implication when 1t de- ciares the fact to be that that the stock holder is not the real owner, but naked trustee, holding the legal title only to com ply with certain formalities of law, and therefore having no substantial, positive interest in the corporate property by virtue of being stockholder. Unless such inn plication does arise from the word "stock- hOlder' it's use does not show substan- tial interest and invokes no equity, and in that respect the bill would be subject to the motion to dismiss for want of equity. To such stockhoderso the injunction could be of 10 possible benefit, and should not be awarded to prevent the happening of things known to be acquesced in and authorized by the cestui qu trust, the sole source and beneficiary of compainants' stockholding.
 8. CompIainants maintain that they are entitled To the injunction as holders of the Cincinnati extension bonds secured by 0 majority of the stock of the English com pany, the value of which depends on the preservation of the value of the Alabama Great Southern railroad, one of its assets. Compliments have no lien on the railroad or other property of the Alabama company as such bond h olders. The most they can claim with color of right is that they stand in as favora ole position to the property as a creditor of the Alabama company would stand. A creditor has no voice in the internal management of corporatIon It is no matter Of his that meetings are ir- regularly or illegally held, nor who the directors are, nor whether they are legally or illegally elected, nor whether they are qualified or disqualified for the office. These are matters out of which grow rights and wrongs as to the stockholders or of- ficers among themselves. A corporation has as much ri9ht before us insolvency to con duct it's affairs as 1t pleases and manage it's property as it pleases, free from sugges. tions, dlctation or intervention of credi- tor as an individual has. There is no specific lien or direct trust upon any of it's property in favor of simple creditor as such .-Hollins vs. Brierfield Coal and Iron Company, 160, U. S. S73. So that all the facts stated in the non- election of Taylor and associates as directors and their inoapacty to hold the office and the relief sought thereupon should be discarded in looking at this as. pect of the case. If it be admitted that compliments stand in closer relation to the corporate property than simple creditors, that they have lien upon it and are en- titled to all the protective aid which should be extended a m ortgagee in the preservation of his security, all that they could in jus tice ask would be that the acts of waste committed or threatened be prevented. Unless the injury were so grave Rs to jus. tify the appointment of a receiver, the court would not in the case of an individual deprive him of the management and control of his property and commit 1t to another, nor would 1t in the case of corporation take it away from the control of one set of directors and commit 1t to that, of another set of complainants' choosing, and in this case complainants' choice falls upon them- selves or of the courts choosing.
 The apprehension on the part oi a mort- gagee that the owner will pursue line of policy in the management of his property otherwise legal, but incou sistent with the mortgagee's ideas of the best course and in opinion of the mortgagee about to be done with fraudulent intent, and admitted by fb n, ,ortoaoor n he in ina intaraat of an.