Hayes v. Burns
Hayes v. Burns
Opinion of the Court
delivered the opinion of the Court:
The first question requires for its decision the determination as to the nature of the proceeding. This may be easily gathered. from a study of the pleadings, the proofs, the statements of counsel, and the opinion of the learned justice before whom the case was tried.
The pleadings clearly show that the main question, and the one without which no other question could have been decided, was the right of the rival parties to the offices to which each claimed to have been elected at the same meeting of the order, in November, 1902, at Niagara Falls. The bill attempts to thinly conceal that this is the principal question by alleging various grounds for equitable relief, and by praying for such relief; but when the case comes on for trial the complainants’ counsel frankly states that the “general object of the bill is to declare that the complainants are the general officers, the general executive board, of the Order of the Knights of Labor,
Referring to only two or three of the many cases similar to the one under consideration, we find the law seemingly well settled. In Bedford Springs Co. v. McMeen, 161 Pa. 639, 29 Atl. 99, which was a suit in equity, where the relief sought was substantially the same as these complainants ask, we find the court affirming a judgment dismissing the bill upon the ground that the complainant had mistaken its remedy. The court said: “While it is true that the bill in this case was brought to compel the delivery of the property of the company, yet the real controversy as set forth in the bill and answer is upon the validity of the election of the defendants as directors of the company. If they were lawfully elected, the plaintiff has no case and is not entitled to the property claimed. Their title to the office of directors is, therefore, the real question at issue. All the averments of the bill tend to this one subject. Another election of other persons is asserted to have been the only lawful election, and the election of the defendants is alleged to have been unlawful. Thus the title of the one set of directors or of the other forms the matter of contention, and the right to have possession of the property in question is only incidental to the right to the office.” See also Com. ex rel. Gordon v. Graham, 64 Pa. 339; Gilroy's Appeal, 100 Pa. 5. In the latter case the •court said: “It is perfectly clear that such a question” (title to office) “cannot be tried by such a proceeding” (by bill in equity). “The statutory remedy is not only adequate, but it is exclusive.” There is a statutory remedy applicable to this case, which is brought in the District of Columbia, the place of incorporation and the home of the corporation, control of which is sought in this proceeding. The suit was brought after the Code went into effect. Section 1538 of the Code provides that the remedy in this class of cases is by quo warranto. It says: “A quo warranto may be issued from the supreme court of the
In New England Mut. L. Ins. Co. v. Phillips, 141 Mass. 535, 6 N. E. 534, which was an equitable proceeding, the court, in referring to a subject the same as now under consideration, said: “Appreciating tbe difficulty of maintaining a bill in equity for the purpose of directly determining a contested election, the plaintiff contends, in tbe first place, that the court, being possessed of the cause for the purpose of correcting and restraining a violation of trust, may proceed to enjoin the directors, who bold under and in consequence of sucb violation of trust. The learning of counsel has not furnished us with any instance of such an application of the equitable doctrine invoked in aid of the jurisdiction, and, after some research, we have been unable to find any. This course is open to tbe objection tbat suits to remove or to institute corporation officers do not belong to tbe original jurisdiction of chancery, and tbe right to be sucb officers cannot, in general and in tbe absence of special legislation affording this remedy, be tested by means of an injunction.”
The cases cited by complainants’ counsel do not seem in point. Walker v. Johnson, 17 App. D. C. 144, was an appeal from a decree granting a preliminary injunction restraining, pendente lite, tbe bolding of a corporation election. It is not an authority in any view tbat a bill in equity is tbe proper proceeding to try tbe question of title to an office. Goulding v. Standish, 182 Mass. 401, 65 N. E. 803, is not an authority tbat title to an office in an incorporated domestic corporation can be tried in equity. In tbat case tbe plaintiffs and defendants and their associates were members of a voluntary association. Tbe plaintiffs and their associates remained members of tbe association, while tbe defendants and their associates bad refused to comply with tbe laws of tbe association, and bad withdrawn from it and organized a new association. Tbe relief sought was to restrain tbe defendants from removing or interfering
As we have said, the decisions of the courts are quite in unison in holding the proper remedy to determine the question of title to office to be quo warranto.
It appearing that the title to office in a regularly incorporated domestic corporation is the sole or main question at issue herein, as shown by the pleadings, the admission of counsel appearing in the record, and by the opinion' of the trial court; that the defendants were in possession under a claim of election; and that the only standing the complainants had was by virtue of a claimed election, — we are of the opinion that the court was without jurisdiction to try the question in this action, and that it should have dismissed the bill and left complainants to determine the question by quo warranto, as provided by the Code of the District of Columbia, and as warranted by common law. Thus holding it would be improper for us to express any opinion upon the second alleged ground of error.
Reversed.
An appeal to the Supreme Court of the United States was prayed by the appellants, and allowed April 4, 1905.
Reference
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- Syllabus
- Quo Warranto; Equity; Offices. Where in a suit in equity it appeared that the title to office in a regularly incorporated private domestic corporation was the sole or main question at issue, as shown by the record; that the defendants were in possession under a claim of election; and that the only standing the complainants had was by virtue of a claimed election, — this court reversed, a decree of the lower court for the complainants, and directed a dismissal of the bill, on the ground that the court below was without jurisdiction, the remedy of the complainants, if any, being by quo warranto.