The Montgomery advertiser. [volume] (Montgomery, Ala.) 1885-1982, 1904-08-04

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played at Athletic Park, and the money ),
arising from other incidents OF 'ne
games, We're received by Raglan ~"
treasurer of the Montgomery ASSo''
tlon and are still retained ny h'l li1e-
take Ii that the purpose of THIS aiC-
cation Is to involve him indiviG lily "a, III
some application of the famiii2. irih-
cipie or both law and equity l""t q
person who receives and retihs 80, :,
benefits of a contract made for MN pu'
not by him. must also bear Its burdens.
But the Montgomery Baseball assoc
asion was entitled to all the pel I,.i.,
OF performance Of that contract M
iand received them in virtue OF Hls
authority as an officer and agent OF
that corporation, and If he now retains
thefn, he does so to the Wrnhb Inv
INJURY OF that Association, when 10
matter of no moment to the complain
ant.
Now if the Montgomery Baseball
association was at the time OF that cor
tract mere paper corporation IL the
other stockholders Were mere dunn
mics for Ragland, if the contract was
made for the special benefit of Rag
land, and If he retained an interest IN
the montgomery Baseball Association
distinct from his interest as u stock
holder. and If the corporate ehtlty
Known as the Montgomery Baseball
association was to every genuine m
tent and purpose nothing more than
Ragiand the individual the case YOU'D
ton of. this. The stockholder Robert
son evidently did not intend
Complainant &C. in dummy fhiy ea s1d seems ans
to base some claim of right on the
fact that Robertson was not Il dummy
complainant must stand by one prop
osition or the other. This corporation
was either a dummy or it was not.
The presence in 1t of one bona tide
stakeholder will require the court to
treat II, for the purposes of this case
as q valid entity, distinct from its
stockholders. in order to protect the
rights of that stakeholder.
is a stakeholder personally bound
by all the obligations into which the
corporation enters because as stock
hclder he advises and Drocurcs it to
execute them? ] have never heard any
authoritative declaration to that effect.
Delieye 1t is necessary to the life and
the proper protection of their stock
holders. that the entire separation and
distinction between the corporation and
IT'S individual stockholders, which l
nave tried to observe in this case
should be observed in all cases.
th1nk the Supreme Court of Alabama
mas fully recognized the fact in the
case of Reaves VS.. Handley Hardware
Moore and Handley, who Were partners
engaged in the hardware business,
agreed with the Towers Companv for
a valuable consideration, not to sell
SSi tam hllu VI pow IN a uGSjRnalGu
territory. Subsequently Moore and
Handley formed corporation and be-
came owners of its entire capital stock
rms last corporation engaged in sell
ing the particular kind of pillow in the
territory designated in the contract
The Towers Company went into a court
OF equity for relief by injunction. The
court said that such contract could
be enforced by injunction. but held that
in order to obtain that relief the com
pialnant must show fraudulent intent
In the formation Of the defendant cor
poration-that 1t was in effect and by
intent of It's stockholders a partnership
a. paper corporation. The court said :
Inc general doctrine is well establish
ed. and obtains both at law and in
equity, that a corporation is IA distinct
entity, to be considered separate and
apart from the individuals who com
pos Pose IL. ana Is not to be affected by
the personal rights. obligations and
transactions of its Stockholders.
nave no doubt of the soundness of the
converse proposition
1oComplainant here cites Beal VS. Chase
t5I Mich }, as authority for the relief
Which II Is asking against Ragland in
dlVldually So 1t was relied ON in
Moore and Handlev Company VS.. Tow
ers" company. But the Supreme Court
OF Alabama expressly refused to fol-
low it as far as it was necessary to
ioiloW 1t, in that case, and as IT is in
this. to grant relief If the games be-
ing played at Highland Park are I'M
der the personal control of Ragland as
an oincer or agent of the Montgomery
association, he must be enjoined. If
ne controls them in his nersonaI ana
Individual right and without regard tn
Inc association, he Is free to continue.
cannot do otherwise. ON tho hiIi ~
IL Stands, the ownership sf the So1rt h :
ern League franchise, is, OF no nome,,
Decfee accordingly"