46 N.Y.S. 633 | N.Y. Sup. Ct. | 1897
The plaintiff was incorporated on the 16tli day-of February, 1886,-under chapter 737 of the Laws of 1873, and the acts, amendatory thereof, with an authorized capital stock .of $200,000, divided into shares of $100 each, for the purpose of furnishing water to certain villages in the county of Westchester and other consumers. Shortly after the incorporation, the directors applied to the defendant Low for financial assistance in the construction of a system of water works for the plaintiff. In pursuance of such request he rendered valuable services to, and furnished money and materials for the corporation, and to such an extent that in February, 1887, when subscriptions to the capital
After a most careful consideration of the evidence offered upon the trial of this action, and the voluminous briefs submitted by counsel, I am unable to see how the plaintiff is entitled to the relief asked. The money used in constructing its works, laying its mains, and acquiring necessary land and riparian rights; was all furnished by Low upon the agreement of the plaintiff to- deliver to him the securities which are now sought to be invalidated. It
Again, all of the acts complained of having been done at the request of the directors, with the approval of all the stockholders at the time of the performance of the acts and acquiesced in by them for several years thereafter, even if the acts were fraudulent, the corporation cannot now be permitted to disaffirm them. The doctrine of equitable estoppel applies. Kent v. Quicksilver Mining
Nor does the fact that the persons now holding.the stock of the plaintiff are different from those who held it at -the time the contract was let and the works accepted make any other or different rule applicable. Kent v. Quicksilver Mining Co., 78 N. Y. 188; Parsons v. Hayes, 18 J. & S. 29; In re Syracuse, Chenango & N. Y. R. R. Co., 91 N. Y. 1; Miller v. University Magazine Co., 10 Misc. Rep. 311. The plaintiff and all its stockholders, at the time, assented to the illegal transaction.- It did not then have a cause of action, ánd it has not since acquired one.
■ It follows that the complaint must be dismissed,, with costs.
Complaint dismissed, with costs.