142 Ala. 578 | Ala. | 1904
It appears from the bill in this case that complainant is a shareholder in the Manufacturers’ Export Company. The corporation had contracts with the Bay City Lumber Company, the Baird Lumber Company, and the J. E. North Lumber Company, for the sale of the products of the saw mills of said companies with the except! m of such portion thereof as might be sold by said companies in their local market.
The prayer of the bill is that McGee and North be removed from the management of the affairs of the company, that they be enjoined from exercising any power as stockholders or directors, for the appointment of a receiver to collect all sums due the company from the three mill companies, and the unearned salaries of Mc-Keon and McGee, and that the company be dissolved and the assets distributed.
It is unnecessary to consider whether the complainant could file the bill in his own name, for if this fact be conceded, complainant was not entitled to relief.
If the contracts with the three mill companies were fraudulently rescinded, complainant upon a proper predicate being shown may file a bill in his own name, in behalf of the. corporation for the enforcement of its rights thereunder. So too, if the director® have in abuse of their trust paid to themselves unreasonable salaries as officers of the corporation, complainant has like rights and remedies. — Alabama Coal & Coke Co. v. Shackelford, 137 Ala. 224.
It appears from the bill that the business of the corporation is not confined to the execution of the contracts with the three mill companies. It is not shown that the directors have any adverse interest in such independent business, nor does it appear that there is any mismanagement of the corporation in relation to the same. Under such circumstances, it certainly cannot be said that the assets and business of the corporation are imperiled, necessitating the intervention of the court of chancery for the appointment of a receiver. Nor for the same reason is there sufficient ground why the respondents should be removed from the management, of the affairs of the company or restrained from exercising powers as stockholders' or directors thereof. The remedy of complainant, as is stated above, is to redress the wrongs complained of in the name of the corporation.
The demurrer to the. bill was well taken and the decree of th( f'li'aidK'A.y court must be affirmed.
Affirmed.