43 Conn. 494 | Conn. | 1876
The order and decree of the Superior Court, dismissing this bill, is brought here for revision by a motion in error. The petitioner alleges that he is and for a long time has been, a stockholder in the respondent railroad company ; that the object and business of said company is the transportation of passengers and freight for hire; and that the chief income and property of said company is derived from the sale of tickets and passes contracting for such transportation. That for a long time heretofore, to wit, for a period of more than one year prior to the date of the petition, the said company and its officers have wrongfully concealed and hid from the petitioner, and so continue to conceal and hide from him, the names of the stockholders in said company, and the number of shares of stock held and owned by each of them; whereby and by a fraudulent and wrongful combination of a minority of said shareholders with the officers of said company, the elections of said company have been controlled, and its affairs managed in the interest of
Following these allegations as to matters of fact, the petitioner proceeds to allege that he verily believes, and therefore avers, that said company is about to issue in the same manner as above written, certain other free passes and complimentary tickets to certain other members of the General Assembly, officers, and other persons, elected and to be elected, and thereby to further deprive the petitioner and said other shareholders of their income and profits as aforesaid ; also to allege that, if damages can be collected and recovered at all for such loss and deprivation, such collection and recovery can be effected and enforced only by numerous and vexatious suits, and that he and said other stockholders have no remedy at law; that he cannot properly defend and sustain this petition without a disclosure of the names and number of shares of said other stockholders, and making said other stockholders parties hereto.
The petition is dated the 1st day of April, 1875, and was returnable to the Superior Court to be held at Hartford on the first Tuesday of July, 1875. The facts alleged in the petition were verified by the oath of the party, and an application for an order for a disclosure, and an injunction to issue forthwith, was at once made to the-Superior Court, then in session in Hartford County. On the 9th of April, 1875, that court passed an order on said petition, enjoining and commanding the respondents, and all their officers and agents, not to hide or conceal from the petitioner the books or papers of the respondents, but to have their stock-book, or a true and attested copy of so much of the same as should attest the names of all the stockholders of said company, with the number of shares owned and held by each, in the hands of the clerk of the Superior Court on or before the first
At the September term of the Superior Court, 1875, the court made the following finding:
“ Upon the consideration of this case, after hearing the parties with their witnesses and counsel, the court finds that the petitioner is the owner of ten shares of the capital stock of the Now York, New Haven and Hartford Railroad Company; that the purposes of the company and the powers of the directors are set forth in the charter of the company with its various amendments; that the company has issued complimentary tickets to some former members of the General Assembly and to some of the executive and other officers of the state, before and after he became a shareholder in the company; that such tickets were offered to the petitioner when lie was a member of the General Assembly, and before lie was a stockholder in the road or its predecessors; that he afterwards (after said offer to him,) purchased the ten shares of stock in the railroad, which wore represented by ten shares of the New York, New Haven and Hartford Railroad Company ; that the petitioner was apprehensive from the previous course of the company’s business and from the position taken by some of the officers at the last meeting of the shareholders of the company, that the present officers would issue complimentary tickets to members of the General Assembly to be elected after the date of his petition; and that all and singular the other averments of said petition are untrue.”
To all those who are well informed as to the proper functions and prerogatives of tlris court, it is quite superfluous to remark that on the motion before us we are called on to decide whether, on the facts as found of record, there is or is not error in law in the judgment and decree of the Superior Court. That and that only is to be decided.
Some parties may possibly come here with the mistaken notion that we re-investigate the facts involved in cases, and that if those facts are erroneously found we revise and correct such finding. Our powers and duties lie within much narrower limits. Of the averments in the petition found true, that the petitioner is a stockholder in the company; that the purposes of the company and the powers of the directors are set forth in the charter of the company and its amendments; that the company had issued complimentary tickets to some former members of the General Assembly, and to some of the executive and other officers of the state, cannot, we think, afford grounds for the intervention of the court in the manner prayed for. Whatever may be thought of the policy or propriety of issuing complimentary tickets to members of the General Assembly, or to other officers of the state, however reprehensible such acts may be considered, it certainly ought to be shown that the practice Was still in existence, or that the company proposed to adopt it in future, before the court should be called on to interpose by injunction. The finding thus far alludes to the practice only as a matter of the past.
No court of equity should ever grant an injunction merely because of the fears or apprehensions of the party applying for it. Those fears or apprehensions may exist without any substantial reason. Indeed they may be absolutely groundless. Restraining the action of an individual or a corporation by injunction is an extraordinary power, always to be exercised with caution, never without the most satisfactory reasons. Not the applicant only, but the court, must be satisfied that a wrong is about to be done, or an injury is about to be sustained, which, practically, will be irreparable, before resort should be had to this extreme power.
This record shows no such state of things. Certain reasons indeed are given why the petitioner entertained apprehensions as to the course which these respondents in the future might pursue, but the record is silent as to whether those apprehensions were well- or ill-founded. There is no finding by the court that the respondents contemplated doing, or purposed doing, any act which the petitioner sought to restrain them from doing, and so the case stands merely on the apprehensions of the petitioner; quite too narrow a basis to support an injunction.
The question arising on the record is thus disposed of, and we might leave the case here. Rut lest it should seem that we regard with indifference the effort of the petitioner to put a stop to the practice, which the facts of the case show to be a not uncommon one, of giving free passes or tickets by railroad companies, as a gratuity, to the public officers of the state, a few words on that subject may not be impertinent. As the views about to be expressed are not essential to the
The practice referred to may be viewed in two aspects: first, its effect on the railroad companies; next, on those who receive the tickets, and through them on the community.
It may be safely assumed, generally, that the directors and managing agents of these corporations have the interest of those corporations primarily in view. Good dividends being the supreme object, they will probably issue no more of these tickets than are likely to redound to that end. A full equivalent, in some form, will doubtless be looked for in each case, and if not realized, it may be presumed that the issuing of such tickets will be discontinued. Should the issue at any time be extended beyond profitable limits, the stockholders must have abundant power in their own hands to correct the evil by a change of agents.
Among the obvious effects of receiving these tickets, by persons in official positions, is the public scandal which it creates. That may not be a sufficient cause for abolishing the practice, but it is an evil of such magnitude that right-minded men should be willing to make some sacrifice to prevent it. The members of the executive and legislative branches of the government are no doubt fully competent to decide for themselves as to the propriety of accepting these tickets. It would be an assumption of superiority most unbecoming in us, were we thus, prematurely and gratuitously, to volunteer an opinion. For judicial officers, however, I feel free to say, that I condemn the practice, wholly and entirely. Not because we should any of us be conscious that our judgment would be warped or influenced by so slight a
There is no error in the judgment below.
In this opinion the other judges concurred.