212 Mass. 219 | Mass. | 1912
The bill as amended is brought only by a New York corporation in its own right. Accordingly the case must be considered as if the action of the defendant corporation now complained of had been taken with the unanimous consent of all its members and with the observance of all due formalities. Of such merely corporate action, affecting only the conduct of the corporation within the scope of its chartered powers, other parties cannot complain on the ground of irregularities or other formal defects. Beecher v. Marquette & Pacific Rolling Mill Co., 45 Mich. 103. St. Louis Bank v. Grenada Bank, 83 Miss. 610. Central Trust Co. v. Condon, 67 Fed. Rep. 84, 104. This leaves no ground for the maintenance of the bill.
The defendant is a Massachusetts corporation, deriving its franchises and privileges from the laws of this Commonwealth and under obligation to conform to those laws. It has not been incorporated also under the laws of any other State (see Attorney General v. New York, New Haven, & Hartford Railroad, 198 Mass. 413, 417); it has no rights and is subject to no liabilities under the laws of any other State. It could not make itself permanently subordinate to any other authority. Hill v. Rauhan Aarre, 200 Mass. 438. Saltman v. Nesson, 201 Mass. 534, 541. Thomas v. Railroad Co. 101 U. S. 71, quoted in Davis v. Old Colony Railroad, 131 Mass. 258, 269. District Grand Lodge v. Jedidjah Lodge, 65 Md. 236. Lamphere v. Grand Lodge of United Workmen, 47 Mich. 429.
If the defendant has gone beyond the scope of its corporate powers, the remedy must be found in action to be taken by the public authorities or by the individual members of the corporation according to the nature of the case. Any rights of the plaintiff against the defendant are of a contractual nature, and spring out of a voluntary relation, which can be altered or annulled at the will of either party, subject only to the ordinary remedies available against any one for a breach of contract or the violation of a duty. This is the principle of the decisions in somewhat similar cases. McFadden v. Murphy, 149 Mass. 341. Kane v. Shields, 167 Mass. 392. Sabourin v. Lippe, 195 Mass. 470. Attorney General v. New
The averments of the bill do not show that the defendant has received any money in trust for the plaintiff within the rule stated in National Council v. State Council, 19 Dick. 470. Nor is any such fraudulent intention averred as was found to exist in International Committee of Young Women’s Christian Associations v. Young Women’s Christian Association, 194 Ill. 194.
The name of the defendant corporation appears to have been assumed without objection from any one. It is now too late to make such objection under R. L. c. 109, § 8, or under any other statutory provision which has been called to our attention. We cannot enjoin it from continuing to use that name.
The decree sustaining the demurrer and dismissing the bill with costs must be modified by adding the costs of the appeal, and so modified must be affirmed.
So ordered.