The Topeka state journal. [volume] (Topeka, Kansas) 1892-1980, 1911-05-06
PUTS ON The CURB
Supreme Court Makes New Rule
About Corporations.
Minority Stockholders Not En-
titled to Receivers.
EXCEPTIONS AREMADE
Proper in Cases Where Institu.
tiOn Is InsOlyent.
Three Shawnee County Deci-
siOns Handed Down.

The Kansas supreme court put a
stop today to the practice, which it
says happens entirely too often, of
minority stockholders III a business
forcing a going concern into a receiv-
er's hands because of dissatisfaction
with the management of the business.
The decision is likely to seriously in
terfere with the operation of the bank
department. The decision made was
IN the appeal of the suit brought by
w. E. Feess and several other minor
1ty stockholders in the Mechanics
State bank of Parsons. The bank had
capital of $4,000 and was doing a
good business. Abner Davis and c. W.
Bradshaw owned a controlling interest
in the institution. The minority stock
holders were dissatisfied with the bank
making deposits in an Oklahoma City
bank and in allowing certain custom
ers to make overdrafts. The minority
stockholders threw the bank into the
hands of a receiver and it's affairs were
| liquidated- At the trial it was shown
that the cashier had made some trans
actions for which he could be blamed
but which were not serious enough to
warrant throwing the bank into the
hands of a receiver and causing SER
ious loss to the stockh olders. In its
opinion the court said:
while court may appoint a re-
ceiver on the application of minority
stockholders, where the business of
the banking corporation has been so
mismanaged as to render it insolvent
or where it is absolutely necessary to
preserve the property and business of
| the bank or interests of the stockhold-
ers, a receiver should not be appointed
to take control of a solvent bank be-
cause of Irregularities or misconduct
| of officers where such irregularities or
misconduct may be corrected and cur
ed by the board of directors or the
bank commissioner, or are capable of
adequate remedy by an injunction pro-
ceedings in a court of equity.
| 1.-THE irregularities and misconduct
of officers complained of herein are
considered and are held not to have
warranted the court in appointing a
receiver to take the possession and
control of the bank from its owners.
Nor was there authority in the court
| to order the payment of the plaintiff s
attorneys out of the assets Of the bank.
"Under the law a majority of the
| stockholders have the control of a cor
poration and the majority of it's di-
rectors have power to determine the
| policy to be pursued and to manage
and direct it's affairs, and the minority
must submit to their judgment so long
| as the majority act in good faith and
within the limitation of the law"
The action of the lower court in ap-
| pointing the receiver is reversed and
the men who brought the suit which
resulted in the closing the bank will
| have to pay their attorneys. The court,
while it does not say so in that many
! words, indicates that the majority
stockholders, who had all their finances
wrapped up in the bank should be al
| lowed to recover damages for closing
the institution.
| Another step away from reversing
criminal cases on slight technicalities
| in the proceedings, like the Missouri
decision releasing a boodler because the
word 'the" was left out of the indict-
ment was taken by the Kansas SUI
| preme court today A writ of habeas
corpus was denied to Wilbur Mclean
| of Shawnee county who is serving a
sentence in the penitentiary at Lansing
under a conviction for grand larceny
In the information Mclean was
charged with the theft of wearing
apparel worth more than twenty dol
lars" The verdict of guilty against
Mclean read, I'VE find the defendant
guilty of larceny and find the value of
the property taken to be twenty-eight
(2800)." The contention of McLean's
attorneys that the language of the YER
dict is meaningless for want of some
word or character to indicate to what
it refers. In the syllabus the court
says, Where numbers or figures are
used in connection with statement OF
value they are to be understood as re-
ferrfng to dollars unless a different in
tention appears. This rule applies TO n
statement in a verdict in a larceny
case Of the value of the stolen prop
erty. Ihe omission to insert the word
dollars or the cores ponding mark does
not render the verdict indefinite"
/ In affirming the decision of the dis.
trict court of Marshall county in
awarding damages for the death OF
Jesse Nelson in the gypsum mine al
| Hands
court criticised the American Cement
Plaster company and it's president, A
Henley of Lawrence, once a Kansas
state senator, because of what the
court termed "a scheme and sI,hter.
fuge to enable it to avoid liability fol
injuries to its employees, caused by its
own negligence" In July, 1908, Mel
son was killed while at work in the
mine operated by the company neal
Blue Rapids. In response to the sui
brought by the relatives of Nelson the
company claimed that while it was the
owner of the mine that it was oper.
: ated under written contract with
John Messenger and Jeb jenkins, un.
der the terms of which Messenger anC
Jenkins agreed to do all the work il
the mine and deliver gypsum rock tc
the mill at stipulated price per ton
Messenger and Jenkins to employ anC
discharge the men who worked in the
mine and have supervision over them
and the owners of the mine to have
nothing TO 90 with anything that re
ferred to the safety of the men en-.
gagged in the work of mining. Thi,
contract was entered into in 1897 be
: tween Messenger and Jenkins and tht
: Great Western Cement Plaster com
pany, which then owned the mine. Tht
t evidence showed that after the Ameri
f can Cement Plaster company bough
the mine Messenger was discharged
: and it was contended by the compan,
4 that Jenkins continued under the olC
= Arrangement The court saws that tn
|. evidence shows that neither Messenge
nor Jenkins were possessed of an,