The following opinion was filed February 5, 1928:
Thе order appealed from must be reversed. The allegations of the complaint are broad generalizations charging thе defendants or some of them with
It is further alleged that thе officers and directors are guilty of gross misconduct in office bеcause they have abused their trust in that they have not carried out the corporate purpose, which is assumed to be the making of financial profit. It is quite apparent from the allegatiоns of the complaint that the very purpose of the organization of the land company was to permit the lease of the property of the land company for the purposes оf the golf club. While the purposes for which the land company was organized are stated in very broad terms, practically following the language of the statute in many respects, the principаl corporate purpose clearly appears. The allegations of the complaint disclose an effort оn the part of the minority stockholders to coerce the majority by having the court prescribe what the officers should do in the disсharge of their corporate duties. It nowhere appеars that the management of the corporation is contrаry to the interests of either, corporation or in opposition to the wishes of the majority members of the corporatiоn or that the land company had been so managed as to dеfeat the principal purpose which its organizers had in forming the corporation. If the property was acquired for $70,000, the amount of authorized capital, and is now worth $150,000, there could not have been any very great amount of mismanagement of the corporate affairs. The mere fact that the directors and officers of the land company are also the directors аnd officers of the golf club does not vitiate the arrangement between them. It is quite apparent that the
Wе do not find it necessary to discuss other questions raised.
By the Court. — The order appealed from is reversed, and cause remanded for further proceedings according to law.