8 Kan. 466 | Kan. | 1871
The opinion of the court was delivered by
Plaintiff brought suit in the district court of Davis county to compel the conveyance by defendant to him of certain tracts of land. The findings and judgment of that
The defendant was seized of a tract of about 4,000 acres of land near Junction City. It was deemed best to divide the same among the stockholders, and on the 8th of April, 1869, the directors to accomplish this object passed the following resolution:
“1Resolved, That the lands of the Bridge Company be appraised on an equitable basis as possible, and that on the aggregate valuation of the lands scrip shall be issued to the parties in interest in proportion to their stock in said Company; that the lands shah be advertised to be sold for scrip or money at public auction, on the 20th day of April, 1869, at Junction City, Kansas, and that no lands be offered for less than their appraised value; and the remaining land, not sold, shall become the property of the parties holding the unsatisfied scrip; and when the lands are not purchased with scrip, but money is paid for a tract, the purchaser shall pay one-third in six, and the other in twelve months, with ten per cent, interest from date.”
■ The court found that this resolution did not express the intent and agreement of the directors, of whom plaintiff was one, (and who was present when the resolution was adopted,) but that by a mistake the words — “ at the appraised value ” — were omitted, when they should have been inserted, at the end of the words— “ and the remaining land not sold shall become the property of the parties holding the unsatisfied scrip ” — and the court decreed a reformation accordingly. The land was appraised, the scrip issued, the sale had, and all but a portion of the plaintiff’s scrip exhausted in the purchase of lands. As the lands sold in many instances for more than the appraised value, the amount of unsold land at its appraised value largely exceeded the
It is urged as against this decree that “the resolution is the peremptory act of a constituent body, and not capable of reformation in chancery.” In the view we have taken of this case it is unnecessary to inquire how far a court of equity can interfere and correct resolutions and acts of directors of corporate bodies, for this decree has not taken from plaintiff any rights which he theretofore had, and of course is a mere nullity as affecting the rights of any not parties to this suit. Directors of a corporation, in reference to the corporate property, act in the relation of trustees. The stockholders are the cestuis que trust. The directors can make no disposition of the corporate property which shall not inure to the equal benefit of all the stockholders. If they attempt to divide, they must so divide that each shall receive his proportionate share. They cannot agree for and bind the stockholders to any other division. In the case before us, if any outsider bought land and paid cash for it, such money became the property, not of one director, nor of all, nor of one or a portion of the stockholders, but of the corporation, to be distributed, if distributed at all, to each stockholder in proportion to his interest in the corporation. So if any stockholder holding scrip bid upon any piece of land more than its appraised value such excess of bid inured to the benefit of the corporation in like manner, and not as plaintiff claims to the benefit of the one stockholder who did not bid. If the directors had made no mistake, and had intended to pass the resolution they did, it would have been powerless to divest any stockholder of his proportionate interest in the land, or to convey to any one more than such interest.
The judgment of the district court will be affirmed.
