Every evening, Wilmington daily commercial., 1918-03-20

the corporation. His relation as
stakeholder to other individual stock.
holdMs and to the body of stockholders
is not n fiducary one. Consequently,
when he IL called upon 10 decide at a
stockholders meeting between his own
interest az an individual and what may
be his interest along with other stock
holders in bcneiiting the corporation, he
~ free to exercise his own Judgment and
tn act In accordance. with selfish rather
thnn altriiistic motives And further,
even though the question for determin-
alton by the stockholders be ono raised
by his acts I'm his own interest, while
an officer or director of the corporation,
he IL not, as a stoctholder, debarrcd
from the full use of the property in his
stock, incinding the right TO vote that
stock An exception to that rule would
apply IN ease where. as director of
the corporation, he had misappropriated
an asset of the Company to which he
was accountable To the corporation, ass
in the case of Cook Y. Decks. relied upon
by counsel, for the compliments and
reported in the Law Reports, Appeal
Cases, Part Z, April l, 1916, page 55f
Officers appropriating an asset in equity
belonging to the Company in that "a &c
a contract for the sort of work in which
tho corporation was actually engaged
aud for the performance Of which IL
had been incorporated, could not
through their control Of the majority
of the stock at a meeting called by
themselves for that purpose validly use
their citing power 10 vest it. in them
selves There was no question OF bust
ness policy TO be determined by the cor.
poraiion in that case. Where, az in the
.f h,,a =
icy is to be determined by the proper
corporate authority, the Court cannot
deprive one who is interested adversely
To- the alleged interests of the corpora
tion and other stockholders from cxcr-
cising his right TO vote his stock Neither
can the Court because of its power 10
prevent majority depriving the min
ority Of it's rights to the benefit of a
profitable asset. which in equity belongs
10 the corporation, usurp the power be
longing 10 the individual stockholders
by forcing upon the corporation its de-
cisions in a question OF corporate man
agement because that question Of cor
poratc management is coupled with the
misuse of fiduciary relation in thc
same transaction. In March, 1915,
Pierre :. DUPONT and his associates az
stockholders would have had an equal
right with the compIainants to vote in
determining as matter Of corporate pol.
icy at stockholders meeting duly cali
Ell upon full notice TO all the stockhold
ers of all the facts in relation to the
transaction whether the Company should
purchase Coleman duPont'@ holdings Of
stock The distinction between tho at
uation as II then existed and as II now
exists Is that nj that time although
the purchase had been consummatcd. one
Of the questions Of policy 10 he deter
mined would have been whether the Com
pany should pay money ont Of ITS trea
sury 10 acquire the benefits of trans
action which, while il then had all the
appearance Of being profitable ono.
still had an element of uncertainty IN
the future value Of the stock Other
questions Of business policy present at
that time and still remaining open have
been discussed. The rights Of tlIr de-
PENDANTS as stockholders are no less now
becausc of the circumstance that the
transaction mas ripencd INTO a profit
able one
Ihc question of influence excrted upon
other stockholders through the domina-
tion and control of the defendants to
vote against the resolution and the quez-
/
the letter sent To them by Mcssrs Barks-
dale, Haskell and Patterson would in
volve an inquiry by the Court into the
motives which actuatcd each stockhold-
or IN depositing his vote which it il be-
yond the power or policy Of the courts
10 pursue Every stakeholder was fully
informed of the decree of the Court by
the Special Master and OF the questions
involved. He had a right TO give his
proxy to Rhomsoever he desired ana
his motives Tor voting can no more be
/ inquired into nov than they could prior
To the stockholders meeting. IL must
/ b. assumed that every stakeholder was
reasonably capable OF deciding questions
| OF business policy for himself and If
the Court could not nave determined
that for him IN advance il cannot do
trrmlnc IL Ion him nov Assuming
without 50 finding, that the letter Of
Messr~. Barksdale. Haskell and Patter-
son involved IN improper use oi the
opinion and decree OF the court
for which the defendants were lee.
ally lespousblc and while the
Court might have prevented such
improper IL BY tha Defendants. a. in
the casv OF Rolman Mtg. Go. y. Univcr-
sal Hardware " orks, 23S Fed. DOS. The
complainants had full opportunity to
bring the matter TO the attention OF
the Court prior 10 the meeting. Not hav-
Ing done 50. they cannot now set up that
act ar a ground for setting aside the ac-
ton OF the stockholders 1T the meet
i2g. For all that appears in the peti-
tlon, these facts were as fully known to
| them at that time as at the present.
1T Is not necessary to decide whether
| til, holders of the bonus stock were en-.
titled TO vote that stock As the drterlnin
atien of that question would not affect
| the result Of the ballot at the stock
holders meeting.
III accordance with the foregoing,
elews, II is concluded that the complain
ants petition Of NoSember IA. 1917. 5oes
not set up any sufficient grounds for
setting aside the interlocutory de,n.c
nor Tor entering decree in favor Of the
| compla nant>
The questions raised by the complain
ants exceptions to the report OF the
! Special Master. excepting the lst. 10th.
lth and 18th exceptions, are tullv Gov
| cred by the conclusions reached con
| corning the matters set ont in the com
! plainants' petition
| he first exception u the Master, re-
| port must IL dismissed, as the Special
| Master Wa acting under the authority
i OF the interlocutory decree, aud, ii there
wa- error ~ ordering the stockholders
meeting, 1t vas not the error of the.
| Master. The conclusions OF the Master
4, . L.,