53 So. 1016 | Ala. | 1910
Appellant had no faith in the bill which it filed in’ the court below for an accounting. The averment is that the defendant company had annually rendered tq complainant company statements of the former’s’transactions in the operation of the latter’s railroad, such statements showing items of receipts from all sources and disbursements on all accounts, that complainant’s officers and directors had no reason-to suspect the correctness of the accounts so rendered, but -'believed them to be just and correct, after investigating the same with reasonable diligence as they were rendered from 'time to time without .discovering anything to the contrary. This bill was filed nevertheless because Henry B. Gray, a stockholder of the complainant corporation, had addressed a communication to the governing board in which he stated iiis belief that the defendant company had never made a full, correct, and just accounting, and demanding that such accounting be had and procured by legal process if necessary. After the defendant company had refused to account further, this bill was filed. The record shows that afterwards Gray filed his petition to be allowed to intervene and to be made a party to the record on the ground that, to state it briefly, the defendant company, through its ownership of not less than ninety per centum of the capital stock of the complainant company, had dictated the election of the directors of the latter company; that the de
Becurring then to the bill, it is shown that since 1872 the complainant company’s railroad had been operated by the defendant company under an agreement then entered into by the parties ■ here, and the contractors then engaged in its construction, by the terms of which the defendant company provided for the completion of the road, took possession thereof, and have since operated the same for the account' of the complainant company. The further averment, made on the information furnished by Gray and such belief as the directors of complainant company accorded to that' information, is that defendant company has never made a full, complete, and honest accounting of its use and operation of complainant’s railroad for complainant; that receipts and cost of operation have not been justly apportioned between complainant’s road and other roads of the in-
Gray was examined by the complainant, but he knew nothing of the merits of the accounts rendered except what he had learned by hearsay, and to that defendant objected. Other witnesses examined were directors of the complainant company. Their testimony went to show annual accountings and the diligence of the complainant company’s board of directors in the examination, audit, and approval thereof. On submission for final decree the bill was dismi sed.
On behalf of the appellant, authorities are cited which establish generally the right to an accounting in a court of equity where the accounts are greatly complicated. The proposition of these authorities is not denied by the appellee, nor is it denied by demurrer that on the facts stated by Gray in his demand upon the complain
It results that the decree of the chancery court must be affirmed.
Affirmed.