White Pine news weekly mining review. [volume] (East Ely, Nev.) 1910-1920, 1911-08-20


purpose of the Ease of Strong VS.. Nc
Cogg. 13 n. w. S95. (Wis.) was to
dissolve the corporation and a receiv-
Ier was sought as a means TO accom-
plish that purpose. The court dis
cusses the question of dissolution and
holds that the court has 40 jurisdic-
ton to dissolve a corporation except
where authorized by statute. The
case which seems to lay down the
rule invoked by defendant most
clearly is that of Mason VS.. supreme
court, 80 Am. st. Rep, ABB, decided
by the supreme court of Maryland,
but in a later case the contrary view
Is taken. The court in the latter
case says I'VE have, then, illegal
conduct, fraudulent acts, and ultra
wires proceedings; and a court of
equity is asked by the persons who
have been victimized to appoint a
receiver, who may rip open all these
actions. Can 1t refuse to grant re-
lief? If 1t is powerless to do SO,
not only would the law be open to
grave reproach for ineficiency but
serious wrongs would go unredress-
ed, and fraud of stupendous charac-
ter would escape and go u~nrebuked.
. 1t Is enough for the pur-
pose of this case for us to be able TO
see from the record that wrong and
fraud have been perpetrated, and
that this Is an eminently fitting case
for the appointment of a receiver"
DuPuy VS.. transportation Co., 80
Att. $50.
In the case of Ponca Mill Co., VS..
Mikessell, N. W, AS, the supreme
court of Nebraska used this langu-
age: Among the enumerated cases
wherein receivers are, by the Code of
Civil Procedure authorized, are all
those where receivers have hereto
fore been appointed by the usages
of courts of equity. Among such
cases are those where the property is
being mismanaged, and is In danger
of being lost through the collision
and fraud of the officers Proof
of usurpation. ultravires, fraud or
gross negligence alone" justify the APP
pointment of a receiver. Griffing VS..
Grifing |. Co, &C., Fed. SIT. THE
majority of a solvent corporation
must be allowed to control 1t until
IL be alleged and admitted or proved
that they are so rashly or fraudulent
ly or improvidently managing its af-
fairs as to injure unfairly the
minority. Then 1t may be deposed
and the court control"
Downing VS.. Dunlap Coal. l. & R. Co.,
"a S. W., on p. 126 Courts will not
take the property of a corporation
out of the possession of its owners at
the suit of a minority stakeholder.
without there is a very grave necessi-
ty therefor: but when the facts re-
sited in the bill charging m~ismahage-
ment show that the board of direc-
tors who are responsible for the mis-
management are the majority stock
holders, and that they are managing
the corporation for their own bene-
fit, and diyerting its funds and in
come to themselves, the minority
stockholders, or any of them, would
be entitled to relief, either by in
junction, when that remedy could
correct the evil, or, If necessary. the
appointment of a receiver. . y
Columbia Nat. S. d. Co., VS.. Washed
Bar, ETC., 1876 Fed. 10.
1T may further be said that this
court has never denied power in a
chancellor to prevent a scheme of
irreparble injury and wrong, merely
because the movers in that scheme
speak and act in a corporate capacity,
rather than in an individual capacity.
That solvent corporations are wreck
ed for purely selfish purposes, that
minority interests are forzen out, that
business immortality has run amuck
under the assumption hat courts are
powerless, is too true. But the
assumption is wrong. Judicial hest
fancy does 10 near judicial atrophy
or paralysis. The board of directors
of a corporation are but trustees of
an estate for all the stockholders,
and may alone be amenable to the
law, personally, for a breach of trust,
but their corporate power under
color of office to effectuate a contem-
plated wrong may be taken from
them when, by fraud, conspiracy, or
covinous conduct, or extreme mis-