Evening star. [volume] (Washington, D.C.) 1854-1972, 1898-02-07

at the instance of anybody wrongfully ex-
clnded from the corporate office.
1T was said in argument that court of
equity ought also to have authority, before
illegally elected members Of a board of
trustees or directors could take possession
and control of corporate affairs to pro-
hibit them from doing so by injunction,
because IL they are once in possession all
the mischief that can be done may be ac-
cCmplished before title can be decided.
There is a great deal of common sense and
plausibility in that contention. but it does
not seem to me that the authorities cited
go to that length. There are undoubtedly
cases in which courts of equity may inter-
fere, and in which they may inquire into
the validity of sn election; but all those
are cases in which there is some distinct
and specific ground for equity interfer-
ence. independently of that question. ard
inquire into the validity Of an election; as
for example, where complainant is
threatened with an immediate injury to
his property interests, under color of au-
thcrity of corporate office, which could
not be inflicted otherwise than by a per-
son clothed with authority. There the court
may incidentally inquire into the existence
of that authority, the validity of that cleo
tion to office, ana enjoin against a wrong:
but they cannot go further and decide the
title to the Office.
1T seems to be the extent Of the rule
that d court of equity will not undertake
W iHteIleT0 WIN the possession OF j cor
porate office generally, to declare ii vacant,
to declare an election void, although they
might proceed to interfere with the parties
claiming to be elected, but who are not
legally SO.
$50 it seems to me that while the court
could, in proper proceeding, inquire into
the legality of the votes. and reject those
that were Illegal a court of equity, in an
injunction suit, could not undertake to en-
join. generally, parties claiming corporate
offices from acting in that capacity. If 1t
were true, as alleged in this .bill that par
ties holding proxies 6nj authorized 10 vote
for certain directors had illegally cast
those votes for other directors, those votes
would have been cast without authority,
and in proper proceeding those votes
could undoubtedly be challenged and
ordinarily, TO be according to the course Of
common law, and rot in equity.
This berg the rule, that equity will
only interfere where there is an independ-
ent cause of equity in interference, apart
from the question of validity of election, is
there any such case presented here?
The election in question was either
valid Or not. If it was valid, there is an
end Of the complainants' case. II it was
not valid, then SIX of these seven defend
ants remain in Office, hold over under their
prior election in January, 1897, and have
just exactly the same control over the af-
fairs Of this company that they had before.
No charge is made against them ihdivllu-
ally of unfitness or inability to perform
their duty, and none could be made i'll this
form of proceeding 1t is not sought to dis
place them, and thai could not be done by
this form OF proceeding. So that. so far as
they are concerned, the case stands ax-
actly as it did before this election took
place; and the only thing in controversy,
in reality, Is the election of Mr.. Murphy
in place of Mr.. Lambert.
Injunction Denied.
Does the bill allege that any property in
terests of these compliments, as property
holders, are jeopardized or threatened by
the election of Mr.. Murphy one of the
seven directors of the new board? Does it
show that he has any such control as would
probably result in injury to them, that
there is any danger that he is unfit for the
place, or that if he had any disposition to
injure them he has any such control that
the six other members could not control
him? Does it show in any way that there
is a case for equity interference apart from
the mere fact Of an Illegal election?
1T does not seem to me that the case
presents anything whatever of that sort
If the mere theoretical injury of an Illegal
election is the only ground complained of
here, the bill. it seems to me, is defective
These compliments here are not the only
persons interested in that question. All of
the policy holders have an equal interest, in
that event, and they ought all to be made
parties, either as accomplishments or as de-
PENDANTS.
But upon all the grounds that i have
stated l think the bill does not present
case calling for equity relief. The decree,
therefore, will be that upon the hearing of
this motion, as fixed by an order passed the
other day, upon the bill, answer and aftida-
Wits, the injunction is denied
The compliments were represented in
court by Attorneys A. S. Worthington and
Jere Wilson, the defendants by Attorneys
r. Ross Perry and w. f. Mattingly.