24 Me. 9 | Me. | 1844
The opinion of the Court was drawn up by
When this bill was filed by Ira Hersey, Samuel Veazie and Alfred J. Stone were made parties defendant. After they had filed their answers, the plaintiff discontinued as to Alfred J. Stone, and asked leave to amend his bill, and to make John Coburn, as the executor of Jonathan Baker, deceased, a party plaintiff. Leave was granted upon terms, and the executor of Baker became a party. Instead of amending the bill by inserting his name, with averments suited to present properly the claims of both the plaintiffs, a separate paper has been presented, containing a reference to the motion for leave to amend, as if that had some connexion with the bill, and a reference also to the answer of Veazie, as if that could be properly noticed in an amended bill, or regarded as an answer to it in its amended fijrm. Since leave to amend was granted, the proceedings have been very informal and irregular. The defendant has filed a demurrer to the most material portions of the amended bill, which by consent has been argued without regard to the form, in which the allegations made by the present plaintiffs have been presented. Stripped of their formal parts the material allegations, contained in the papers presented as a bill, are in substance : that the proprietors of the booms in Androscoggin river were constituted a body corporate ; that the property of the corporation' was represented by thirty-six shares ; that James Rogers formerly owned eight of those shares, and on March 21, 1823, conveyed the same to Jonathan Baker, who on June 25, 1828, executed an instrument in writing “agreeing to account for the said shares or re-convey them, when he should have realized therefrom the amount of a note for $ 930, due from the said Rogers to said Baker, and other demands in said instrument alluded to,” as stated in the bill; that after Rogers had conveyed those shares to Baker, he conveyed or assigned all his right to them to the plaintiff, Hersey; that from the year 1825, to the year 1831, the defendant was the collector of tolls, treasurer, and sole
There is no allegation in the bill, that the corporation has been dissolved, or any facts stated, from which such an inference could be justly drawn; or that it has refused to call upon the defendant to account; or that it has acted collusively with him except as represented by him as agent. And although it is alleged, that he had obtained a control of the corporation by proxies and purchase, there is no allegation, that a corporate meeting could not bo obtained. And by our law, the minority of the shareholders may cause a meeting of a corporation to be called; and those, who had given proxies to the defendant, could at any time have voted upon their own shares, or have revoked their proxies and caused their shares to be represented by the agency of other persons. It is not alleged, that he held a majority of the shares in his own right, and thereby prevent
The demurrer is allowed, and bill dismissed with costs.