78 Md. 308 | Md. | 1894
delivered the opinion of the Court.
We have given most patient and laborious study to the voluminous record now before us, as well as to the full
, The West Virginia Central and Pittsburgh Railway Company was incorporated by the Legislature of West Virginia, with an authorized capital stock of sixty thousand shares, of the par value of one hundred dollars per-share. Of these shares, when the pending bill of complaint was' filed, five thousand were held in trust for the company’s treasury; seven thousand two hundred were-owned by the appellant, Alexander Shaw; two thousand six hundred by other members of his family; thirty-thousand one hundred and ninety-four by Henry Gr. Davis, Thomas R. Davis and Stephen B. Elkins and their families; and the residue by Thomas F. Bayard, James G-. Blaine, William Windom, William Keyser and quite a number of other persons. The road extends from West Virginia Junction, near Piedmont, on the line of the Baltimore and Ohio Railroad, in a southerly direction to Davis, in West Virginia, a distance of some fifty-eight miles. The company owns large tracts of coal and timber land, and is chiefly a coal and lumber carrying road. Its sole outlet was, originally, the Baltimore and Ohio Railroad at West Virginia Junction. Not long after it began operations, it'encountered serious difficulties with the Baltimore and Ohio, and, as described by Mr. William Keyser, it soon “became apparent that the business of the West Virginia Central was largely diminished, and that it was greatly embarrassed by the lack of harmonious relations; in fact, the West Virginia Central property became almost sidetracked by the lack of facilities, the want of a cordial understanding, and its consequent inability to make contracts which it would be able-to fulfil; and at last
The averments of the bill relate to two distinct and disconnected subjects. From paragraph one, to and including paragraph seven, the bill is confined to a statement of transactions between the West Virginia Central, on the one side, and Henry Gr. Davis, Thomas B. Davis, and Stephen B. Elkins, on the other, and these are introduced, apparently, for the purpose of showing the mode in which these majority stockholders dealt with the company in matters pertaining, not to this proceeding, but to something totally different. The remaining paragraphs of the bill have reference to transactions between the West Virginia Central and the Piedmont and Cumberland, and to the dealings of Henry Gr. Davis, Thomas B. Davis, and Stephen B. Elkins, as officers and directors of these corporations, with the corporations themselves, and they may be briefly stated as follows: That Messrs. Davis and Elkins, having subscribed for a majority of the stock of the Piedmont and Cumberland road, gave value to their shares by the following process: 1st. With a view of constructing a road that could be cheaply built, they selected a location so low in the valley as to expose the road to heavy and destructive damages in times of floods in the Potomac; that the road was in other respects defectively
An injunction as prayed was granted on March the fourteenth, 1890, and on April the twenty-fourth the defendants answered, denying the material allegations of the bill, and moved for a dissolution of the injunction. A general replication was filed, and a large mass of evidence, covering nearly a thousand printed pages, was taken. At the hearing the Circuit Court of Baltimore City on March the twenty-third, 1893, dissolved the injunction and dismissed the bill. From that decree this appeal was taken.
It will be observed at the threshold that the relief prayed for has no relation whatever to the first seven paragraphs of the bill, and whether the averments contained therein be true or be false is purely a speculative question under the present structure of the bill of complaint. If those averments had been conceded by the answers to be true, relating as they do exclusively to alleged transactions between Messrs. Davis and Elkins and the West Virginia Central Company, it is not perceived how they could influence or affect, one way or the other; totally different transactions in no way connected with or dependent on them. No relief is sought as to anything averred in these seven paragraphs.
The case, then, before us is that of a minority stockholder filing a bill in his own behalf and in behalf of others who may subsequently join him, to restrain by injunction the majority stockholders of one railroad company from leasing, except with the leave of a Court of equity, and upon the terms which it may prescribe, the road of another railway company, in which latter company the majority stockholders are the same persons who are the majority stockholders in the proposed lessee
And, first, it may be stated, as the result of all the authorities, that whenever any action of either directors or stockholders is relied on in a suit by a minority stockholder for the purpose of invoking the interposition of a Court of equity, if the act complained of be neither ultra vires, fraudulent, nor illegal, the Court will refuse its intervention because powerless to grant it, and will leave all such matters to be disposed of by the majority of the stockholders in such manner as their interests may dictate, and their action will be binding on all, whether approved of by the minority or not/ “In this country,” said the late Mr. Justice Miller, in speaking for the Supreme Court of the United States, in Hawes vs. Oakland, 104 U. S., 450, “the cases outside the Federal Courts are not numerous, and, while they admit the right of a stockholder to sue in cases where the corporation is the proper party to bring the suit, they limit this right to cases where the directors are guilty of a fraud, or a breach of trust, or are proceeding ultra vires.” And so in MacDougall vs. Gardiner, L. R., 1 Ch. Div., 13, 21, James, L. J., said: “I think it is of the utmost importance in all these companies that the rule, which is well known in this Court as the rule in Mozley vs. Alston, 1 Ph. Ch., 790, and Low vs. The Governor and Company of Copper Miners, 2 Phil. Ch., 740, and Foss vs. Harbottle, 2 Hare, 461, should be always adhered to; that is to say, that nothing connected with internal dis
Secondly. The fact that the same persons hold the majority of the stock in both companies does not of itself enlarge the Court’s jurisdiction; the act complained of furnishes the test of jurisdiction, and it must be ultra vires, fraudulent or illegal; nothing short of this will suffice. This is true even in a case where directors and not stockholders do the act complained of. Booth, et al. vs. Robinson, et al., 55 Md., 441. And for stronger and more obvious reasons it is also true in a case where stockholders themselves act directly. They are not.trustees or quasi trustees for each other. Even a director is not, strictly speaking, a trustee. Spering’s Appeal, 11 Pa. St., 11; Smith vs. Anderson, 15 Ch. L)., 241. In Pender vs. Lushington, L. R., 6 Ch. Div., 10, Jessel, M. R., in speaking of the rights of a stockholder said: “I cannot de
Accepting these propositions as the fixed and settled law, it remains now to inquire whether the proof sustains the allegations of the bill, and brings the case within the legal principles to which reference has just been made.
If the Messrs. Davis and Mr. Elkins selected, as alleged, an improper location for the Piedmont and Cumberland road, and improperly constructed that road, so that it would be ruinous to operate it, and if they did this with a view of throwing the heavy cost of operating it on the West Virginia Central, — it is difficult to assign a reason for such singular conduct. On its face the allegation is, to say the least, improbable. Those gentlemen owned over thirty thousand shares of the fifty-five thousand issued shares of the West Virginia Central Company, whilst they owned but seven thousand two hundred and ninety-five shares of the Piedmont and Cumberland road; and that they would purposely and designedly wreck their larger and more valuable holdings in the West Virginia Central merely for the purpose of realizing an income from a smaller and dependent road, in which their aggregate shares were not one-fourth of the amount owned by them in, the main enterprise, is quite incomprehensible. Certainly no motive for such a strange course has been
Now, as to the charge that before the Piedmont and Cumberland road -was in a fit condition for the transportation of freight and passengers, Messrs. Davis and Elkins used their powers as officers of the West Virginia Central to make that company complete the Piedmont and Cumberland, and that, without authority from the stockholders, but by virtue of their control over the West Virginia Central as majority stockholders, and in their capacity as officers of the two companies, they made an agreement under which the AVest Virginia Central undertook to operate the Piedmont and Cumberland upon such terms as would benefit themselves as stockholders of the Piedmont and Cumberland, and would permanently better and improve the latter road, to the detriment of the stockholders of the former road. There is no foundation in the evidence to support this accusation. The West Virginia Central began to operate the Piedmont and Cumberland in August, 1887; and whilst the road was then, as is necessarily the case to a greater or less extent, with all newly built rail
We come now to the averment that large sums of money expended on account of construction of the Piedmont and Cumberland road after August the first, 1887, were improperly charged to the West Virginia Central, and improperly paid by it out of the sixty per cent, of gross earnings received by it for operating the Piedmont and Cumberland road, whilst they should have been charged to the Piedmont and Cumberland, and should have been paid out of its forty per cent, of those earnings. The total aggregate of these alleged erroneous charges, as calculated by Major Bulkley, an expert accountant produced by the plaintiff, is the sum of thirty-two thousand, two hundred and forty-eight dollars, and, without pausing to examine the lengthy statement item by item, we will assume that the aggregate amount was improvidently charged to the West Virginia Central, and that upon a strictly technical system of
But there is still another view of the subject. Whilst President Davis charged up this sum of $32,248 to the West Virginia Central, he charged to the Piedmont and Cumberland a much larger sum for other and different expenses, which ought to have been paid by the West Virginia Central; and, therefore, whatever error he made in the first instance was more than counterbalanced by the subsequent error against the Piedmont and Cumberland road.
There is one other account alluded to, which may be disposed of in a very few words. There is an allegation
What we have said in considering the subjects just discussed applies equally to so much of the prayer of the bill as relates to the relief sought by way of account, and without repetition we need only add, that the plaintiff has failed to support by evidence the averments upon which the jurisdiction to grant that particular relief depends. There is no pretence that the two companies had not the necessary powers, under their charters and under the law, to enter into the business relations out of which these questions of account arose. The transactions themselves were not illegal, and however erroneous the accounts may be conceded to be, when considered 'from the standpoint of a professional accountant, there has been literally nothing adduced to show that the alleged errors were fraudulently or designedly committed, with a view of benefiting the stockholders of the Piedmont and Cumberland Company at the expense of the Stockholders of the West Virginia Central Company.
Nor does the making of a lease by the Piedmont and Cumberland road to the West Virginia Central Company necessarily depend upon the state of antecedent accounts between the two companies. Whatever unadjusted or erroneously adjusted accounts there may be can as readily be balanced and settled after, as before, a lease has been executed. And if the proposed lease be not ultra vires or unlawful or fraudulent, no Court, at the instance of a minority stockholder, or at the instance of any one else, has the power or the right to restrain the majority from dealing with the property as they may deem most advantageous to their own interests. Any other doc
The injunction granted on March the fourteenth, 1890, prohibited the making of a lease upon the terms of sixty per cent, of the gross earnings or any other lease, until the further order of the Court. Apart from all questions of ultra vires, illegality, and fraud, this power thus assumed, undertook to reserve to the Court the authority to prescribe the terms of any lease, because it prohibited the making any lease, without the Court’s leave. When the terms are not agreed to, the conditions not named and the covenants not formulated, what authority exists in the Chancellor to assume in advance that an act ultra vires, or that fraud or illegality will be attempted ? In the case at bar the lease which was actually prepared under the circumstances we have already stated at large — -which are a flat negation of any fraud or secrecy — made no provision for a sixty per cent., but for a sixty-three per cent, proportion of the gross earnings, and there is nothing to show — even if we had the right to go into an examination of the subject — that such a proportion of the gross earnings would be an unfair or inadequate rental. As the Court had no power to decree
For the reasons we have given we will affirm the decree appealed from.
Decree affirmed, with. costs above and below.