Reference

Cited By

8 cases

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Published

Syllabus

Equity jurisdiction — Corporations—Election of directors — Validity of election — Fraud—Mismanagement—Quo warranto — Injunction. 1. Where in proceedings in equity the determination of the validity of a corporate election is an incidental question arising in consequence of a substantive complaint of which equity has jurisdiction, a court of equity has power to pass upon the validity of such election, but where the real controversy fundamental to all other questions raised in the bill is upon the validity of the election, quo warranto is the proper remedy and an injunction will not be granted. 2. Where a bill in equity brought by the owners of a majority of the stock of a corporation against certain minority stockholders' who claimed to have been elected directors, alleged that the election of the defendants was illegal because the stockholders voting at such election did not represent a majority of the stock, and fraudulent because one of the plaintiffs was wrongfully prevented from voting certain stock owned by him, causing the withdrawal from the meeting of such plaintiff, together with others, and leaving but a minority representation of the stock to conduct the election, and prayed that the defendants be restrained from interfering with or molesting the manager, one of the plaintiffs, in the management of the company’s business, and that the court direct a new election, but there was no averment that the defendants were seeking to get possession of the property of the corporation with a view to its mismanagement, or in any way to control it to the prejudice of the stockholders, the court did not err in disgolving a preliminary injunction and dismissing the bill.