| Ga. | Apr 12, 1911
(After stating the facts.) Two reasons are advanced for denying the plaintiff the relief which he seeks; one is that he was not a stockholder, and the other that he is estopped by his conduct from attacking the sale. We will pretermit any discussion of the evidence relied on to show a sale of his stock, because the plaintiff never parted with his stock certificate, and declined to receive the purchase-price. Whether he violated his contract to sell his stock, or whether the purchaser failed to comply with the terms of sale, may be passed by; as the stock certificate with its transfer was never delivered to the purchaser. Nevertheless we think the evidence was sufficient to show an estoppel against the plaintiff from having the relief which he seeks.' In his affidavit submitted at the interlocutory hearing the plaintiff deposed that the sale was not authorized by any resolution of the stockholders, nor was the corporate seal impressed upon the deed. There was no evidence to the contrary. But the deed was actually made in the corporation’s name; the corporate name purporting to have been signed by its president and attested by its secretary. Treating the deed as being informally executed, and the sale as being without proper corporate action, we think, for the purposes of this case, the minority stockholder is estopped from attacking the validity of the purchaser’s title. The Bainbridge Telephone Company admits the execution of the deed and the receipt of the money, and expressly ratifies the sale. It further appears that the purchaser paid full value for the property, and that the Bainbridge Company was unsuccessfully operating the business at the time of the sale. It also appears, that the petitioner knew of the pending negotiations for the sale of the telephone system to the Southern Bell Telephone and Telegraph Company; that he co-operated with the officials of the Bainbridge Telephone Company in bringing about the sale, agreeing with its president that it was to the best interest of the corporation to make the sale; that he was instrumental in obtaining the assent of the authorities of the town of Brinson to'the sale; that he knew that the sale was consummated; and that after the Southern Bell Telephone and Telegraph Company liad been put in possession of the property it expended large sums of money in improving it,
The plaintiff in error complains of certain rulings on evidence; but in view of the foregoing discussion of the grounds upon which we place our decision, it becomes unnecessary to discuss them.
Judgment affirmed.