Wisconsin Supreme Court, 1913

Ganzer v. Rosenfeld

Ganzer v. Rosenfeld
Wisconsin Supreme Court · Decided April 29, 1913 · Winslow
153 Wis. 442; 141 N.W. 121; 1913 Wisc. LEXIS 189

Ganzer v. Rosenfeld

Opinion of the Court

Winslow, C. J.

This is an appeal from an order overruling a general demurrer to the complaint. The only serious question involved is whether stockholders and creditors of a foreign corporation, which has its business office in this state, may maintain an action in equity in the courts of this state against resident officers of the corporation to recover, on behalf of the corporation, corporate moneys converted by such officers, as well as moneys lost to the corporation by their fraudulent and negligent conduct. This question must be answered in the affirmative. It is doubtless true that the courts of a state will not assume to dissolve or regulate the internal affairs of a foreign corporation, — in other words, they will not exercise visitorial powers over such a corporation ; but they may and will, in a proper case, require an accounting and restoration of property and money misappropriated or wasted by unfaithful officers who are within their jurisdiction. Miller v. Quincy, 179 N. Y. 294, 72 N. E. 116; Richardson v. Clinton W. T. M. Co. 181 Mass. 580, 64 N. E. 400; 19 Cyc. 1236-1238.

By the Court. — Order affirmed.

Case-law data current through December 31, 2025. Source: CourtListener bulk data.