Ellsworth American. [volume] (Ellsworth, Me.) 1855-current, 1904-05-18

ibis CAuse was set uO%n 10 De nehru upon Dill
and oemurrers at the court house at Ellsworth.
on the 18th day of February, A. ID. 1904, and
was then and there heard by me.
The following brief statement of the allega.
cations OF the bill is sufficient to show the
grounds of my decision: The complainant, rs
an owner of common and preferred stock of the
Seacoast Packing Co., a New Jersey corpora
ton. brings this bill against that corpoi alton
and against william, b. Dudley, a resident vf
the State Of New York.
Two other corporations and numerous indi-
vidusls, directors or stockholders of the Sea-
coast company. are Joined as defendants.
The gravamen of the complaint Is that the
seacosst company. in pursuance of vote OF
Its directors and of Its stockholders, sold and
conv' yed TO Dudley the principal part Of all les
property and assets. the same being situated
within the State OF Maine, for grossly mad
eauate consideration. and for a sum less than
was offered Tor the same property; that such
sale was fraudulent us 10 this complainant and
other minority stock holders; that the fraud was
participated In by the directors and majority
stockholders. and that he purpose OF the direc-
'ors and stockhol Iers IN making this fraudulent
sale for grossly mad quate conside ration WAS
to acquire the game for themselves or for their
benefit
The relief sought by the bill is that the con-
veyance and transfer of said real and personal
property to the defendant Dudley be declared
null and void. and a rcconyeyance thereof he
orde'e ed by this court. am Of the opinion that
the demurrers must be su,taincd for the follow
Ing reasons. very briens stated.
1t 10 obvious that the complainants right to
any relief is based solely upon the fact that he
Is stakeholder In the seacoast Packing Co.;
that the injury which he alleges has been sus
tanned by himself and by other minority stock
holders has been wholly sustained by him and
them as stockholders In that corporation. and
not AT all as Individuals.
II Is equally clear that the wrong which he
complains OF was The corporate act of the Sea-
coast Packing Co, authorized by a vote OF the
directors and majority of the stockholders, In
making the sale and conveyance to Dudley. In
order to sustain the bill and make the DEGREES
asked for IL Is therefore necessary for this court
to inquire into. and to- make DEGREES in relation
to the Internal affairs and management of
foreign corporation. organized under the laws
of, and having its domicile In the state of New
Jersey.
Because Of the inability of the court to do
this and to enforce It's decree beyond the limits
OF the state, and to make and enforce a decree
which will do full and complete justice between
the parties, am Of the opinion that this court
has not Jurisdiction of the cause, or that at least
1t should decline to take Jurisdiction for these
reasons. shall therefore file decree sustain
ing the demurrers.
have only considered thus briefly the ohjeo-
ton which goes to the maintenance of the bill
against all of the defendants. In my opinion
the demurrers of some OF the defendants should
be sustained upon other grounds.
(SigBed) ANDREW r. wIswELL,
Chief Justice s. j. Court.
1t is reported that the complainant
will enter an appeal to the law court.
Counsel for the complainant were A.
w. King, Of Ellsworth, and l.. B. Deasy
OF Bar Harbor. Hale Il HsmliA, OF Ellis
worth, g. NJ. Hanson, of Calais, Hon. IL.
NJ. Heath, of Augusta, W. N. Bradley, of
Portland, and E. 8. Hosmer, of New
York, represented various respondents.