181 Mass. 580 | Mass. | 1902
The defendant corporation was established under the laws of Maine; but all of its officers, except its clerk, are residents of this Commonwealth, and all its property is in Massachusetts. The prayer of the bill as originally drawn was that the officers be enjoined from disposing of any of its property, that a receiver be appointed, that the affairs of the corporation be wound up by the collection of its assets and the payment of its debts, and that it be dissolved.
It is obvious that courts of equity have no jurisdiction to dissolve a foreign corporation or to liquidate its indebtedness, and this primary purpose of bringing the bill has been abandoned.
The prayer of the amended bill is for the appointment of a receiver, for an injunction against the defendant officers to prevent them from using the name or property of the company for carrying on business contrary to its charter, for an account of the company’s property taken and misappropriated by them, and for general relief. It is stated in the bill that the defendant directors have fraudulently used the .property and franchise of the corporation for their own private gain, and have misappropriated the property in different ways, and have caused the corporation to carry on business which it was not permitted to do under its charter. The bill states a case which entitles the plaintiff to relief, and the averments make it plain that he could not expect to obtain favorable action from the directors or from the corporation, and that he would be left without remedy if he was not permitted to bring the suit in his own name. Brewer v. Boston Theatre, 104 Mass. 378. Dunphy v. Traveller Newspaper Association, 146 Mass. 495.
In reference to the allegations that the defendant directors are engaging the corporation in business ultra vires, the plaintiff is not left to seek his remedy through the attorney general of Maine acting in the public interest in the courts of that State. The corporation is doing business under our statutes in this Commonwealth. The plaintiff’s rights are affected and his property is imperilled by the unlawful action of the defendants within our jurisdiction. The parties are all subject to the process of our courts. The plaintiff should have relief in a court
The plaintiff asks that the defendant directors be ordered to account for the company’s property taken and misappropriated by them. It is contended that this calls for an interference by this court with the management of the internal affairs of a foreign corporation, which should be left to the courts of the State in which the company is incorporated. The rule is well established in this Commonwealth that ordinarily our courts will decline jurisdiction in matters which pertain to the interior life and conduct of a corporation as a creature of a foreign State, and which particularly involve a knowledge and application of the statutes of that State, and which often require for their proper adjustment full jurisdiction of the corporation and of its members for different purposes. Kimball v. St. Louis & San Francisco Railway, 157 Mass. 7, and cases cited. Wason v. Buzzell,ante, 338. North State Copper & Gold Mining Co. v. Field, 64 Md. 151. But this part of the present plaintiff’s case is rather in the nature of a suit by the corporation against wrongdoers whose persons and property are in this Commonwealth. That an account may be taken in such a case, even when the corporation was organized in another State, was expressly decided in Wineburgh v. United States Steam & Street Railway Advertising Co. 173 Mass. 60.
The remaining prayer is for the appointment of a receiver.
Inasmuch as the bill states a case which entitles the plaintiff to a part of the relief prayed for, the entry will be
Demurrer overruled.