The sun., 1898-11-11

Newall Ball and G. r. Layton. In this
case Judge Dallas rendered decision

Newall Ball and G. r. Layton. In this
case Judge Dallas rendered decision
overruling the demurrer and giving the
defendants leave 10 answer the bill with,
in thirty days. In this case, which il
different from all the other three, Judge
Dallas decision ia as follows:
This is a suit by two shareholders in
corporation against the corporation it.
self and its president, and such of it's di.
rectors as are known to the complain
ants. Rule 94 has been complied with.
The object Of that rule is to prevent suits
OF this character from being collusively
brought to confer on court OF the U.
s. jurisdiction of a case OF which 1t
would not otherwise have cognizance.
ut is introduced on q new principle.
1t had long been settled that to enable a
stockholder in a corporation to main
tain suit in equity in his own name, in
which ordinarily the corporation itself
should be complainant sit must appear
that proper effort has been made to pro.
cure redress, or action by the corporation,
70 it's managing body. But no such effort
need be msde where it is manifest that
it would be fruitless as in the case made
by this bill it obviously would have
been.
'The bill is not multifarious 1t does
not improperly include distinct and in
dependent matters. The joinder of sew
eral grounds of complaint and Of several
prayers for relief in single bill ia not in
all cases, and under all circumstances
inadmissable. Such joinder is frequent
ly desirable and sometimes necessary.
The question in each instance, where it
arises, calls for the exercise of the dis
cretion of the conrt, regard being had to
consideration of convenience and the
substantial rights OF the parties.
'The distribution amongst indspend-
ent suits Of the particulars Of one general
subject of litigation would not be salu-
tary and is not required. In this case
the several matters covered by the bill
are homogeneous, may without injus.
tice or Inconvenience be disposed Of in a
single suit.
aside from the points in which have
been referred to, the question before the
Court in the present state of the record,
is whether the defendants should be re-
quired to answer. It might be conceded,
II the sole ground OF equitable iurisdic-
tien set up was that of fraud, and OF
fraud alleged to have been perpetrated
by mere strangers to the company that it
would-certainly with respect to some of
those allegations and possible as to all of
them-be defective for lack of definite
ness in specifying the fraudulent acts
complained of. But the defendants are
mere strangers, and the case presented is
not simply one of fraud.
''The complainants are members Of the
Bay State Gas Company of Delaware,
and the defendants, other than that com.
pany, are officers thereof. The latter are
trustees for the corporation and for its
stockholders. They are accounting par
ties. To require them to account Is but
to compel them to give information,
which it is their duty to possess, and
ecomplainants are entitled to
have. According to the bill, this infor.
nation has been repeatedly sought, but
has always been refused or the demand
therefor evaded, and a court of
equity, whose interposition has, in
been invoked, would
be deplorably inpotGnt if
It were true that persistence in such re-
|usal must be tolerated by it merely be-
cause the facts respecting which dis
closure has been denied cannot, without
II, be absolutely stated, (authorities).
What is here demanded is right, not
The equity Of the complain
ants does not arise from, or depend upon,
heir demand for discovery, and need
not be rested upon that ground. 1t is
not the requirement of discovery which
,onfers the right to an account but the
light to an account which involves the
Incident of discovery.
"The defendants cannot be relieved
rom answering this bill. because, as was
Urged upon the argument, they might
rave proceeded by mandamus to compel
he production of the books and papers
Il the corporation. If they might have
lone so, which l do not decide (Ayles-
worth vs. Gratiat county, 43, Fed, 1922,
till the remedy attainable in such
proceeding would not have been CON-
'lete or adequate. Stockholders are en-
tiled to have not only such information
I its business as may be derived from
he records of the company, but all that
Is managers can supply. The bill asks
Or this, and the complainants cannot be
ompelled to content themselves with
,ss.
II am Of the opinion that the defend
nts should be required to answer this
i'll and, therefore, without prejudice to
ny other matter or question in the cause,
10 demurrer Of the defendants is over
lied, with leave to answer in 30 davs."
Bill to he Withdrawn. II
Harman & Knowles, counsel for John
nd Joseph Greer, of Philadelphia, ex-
ect to withdraw their bill in the United
tates Court in the suit of Woodward,
aldwin 4 Co., OF Baltimore, against the
rlington Mills Manufacturing Co.,
hiCh resulted in the appoinfmept ri