52 So. 523 | Ala. | 1910
One of the appellants, Minona Portland Oement Company, is a private domestic corporation organized under the laws of the State of Alabama. The bill in this case ivas filed in the city court of Selma by certain persons who own preferred stock in said corporation against those owning the common stock therein, together with the officers of said corporation and the said corporation itself. The purpose of the bill is to dissolve the corporation and to cancel, certain stock issued, which is alleged to have been fictitiously paid up, to distribute the. assets of the corporation among the stockholders, as may be decreed, to those entitled thereto, and for general relief. According to the allegations of. the bill, the said corporation has no creditors, and no one is interested in its affairs, save the stockholders themselves. The bill further alleges that the. corporation has wholly failed of the purpose for which, it was organ ized, and sets forth matters as facts which, if true, show that the objects held in view by the promotors and organizers of the corporation have become impossible of accomplishment, and that it is impossible to proceed further with the work or business proposed. The bill was twice amended , in the court below, and from, a decree overruling the demurrer to it as last, amended this appeal was taken.
The contention of appellants is that, before individual stockholders in a corporation can bring suit to remedy corporate wrongs, they must first apply to the directors for relief, unless facts are alleged and proved which, would render an application to the directors fu
The allegations of the original bill that the corporation was a failure, and setting up facts which, if true, show conclusively that it is a failure, and that the business for which it was formed can never be inaugurated or carried on, gave the court jurisdiction, and was not subject’to demurrer; and, the court having taken jurisdiction for the purpose of dissolving the corporation, it will settle all the equities arising out of the subject-matter of the bill.
There is no question of . laches appearing upon the face of the bill that could defeat any of the rights of complainants. The corporation was not formed until November 14, 1906, and the bill in this case was filed June 12, 1908. The bill charges that the 1,250 shares
We have discussed and decided all questions presented and urged in the brief of appellants’ counsel, and find them all against appellants. The decree of the judge of the city court, overruling the demurrer, is affirmed.
Affirmed.